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Rail News Home Kansas City Southern 5/14/2021 Rail News: Kansas City Southern
CN has sweetened its offer to acquire Kansas City Southern. Under terms of its revised proposal, CN now would exchange each share of KCS common stock for $200 in cash and 1.129 shares of CN common stock, implying a total enterprise value of $33.6 billion.CN also has agreed to reimburse KCS $700 million in connection with a termination fee it would need to pay Canadian Pacific under their merger agreement if that deal is called off. As a result, KCS’ board has determined that CN’s revised proposal constitutes a “company superior proposal” as defined in KCS’s merger agreement with CP.KCS notified CP that it intends to terminate their merger agreement and enter into a definitive agreement with CN. CP retains the right to negotiate merger agreement amendments for at least five business days, and KCS’ board still could make a further determination as to whether any such amendments would cause the CN proposal to no longer constitute a company superior proposal.“We are delighted that KCS has deemed [our] binding proposal superior, recognizing the many compelling benefits of our combination and expressing confidence in CN’s ability to obtain the necessary approvals and successfully close the transaction,” said CN President and Chief Executive Officer JJ Ruest in a press release. “Our proposal offers a clear path to completion and is structured in a way that gives KCS shareholders both greater immediate value and the opportunity to participate in the future upside of the combined company.”CP plans to respond to KCS about any merger agreement amendments within the allotted time, CP officials said in a statement.It isn't surprising that CN would raise its offer, which highlights that railroad's recognition of the significant regulatory risks and challenges associated with "its anti-competitive bid,” CP officials said.“There is nothing new here; this doesn't make it any more likely that the CN proposal can close into a voting trust. The Surface Transportation Board already approved CP's use of a voting trust for its pro-competitive combination with KCS,” they said. “We believe that CP's negotiated agreement with KCS is the only true end-to-end Class I combination that is in the best interests of North American shippers and communities. As we've said repeatedly, we are not going to enter into a bidding war.”CP officials believe the mutually negotiated agreement with KCS represents compelling short- and long-term value for shareholders that’s actually achievable.

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Rail News Home Kansas City Southern 5/13/2021 Rail News: Kansas City Southern
Kansas City Southern has promoted Timothy Livingston from general manager of network operations to vice president of transportation for the company’s operations in the United States and Mexico.Livingston joined KCS as a conductor in 2004 and has held transportation management positions in Arkansas, Louisiana, Texas, Oklahoma and Missouri before being promoted to GM of network operations."Throughout the evolution of KCS’ implementation of precision scheduled railroading, Tim has consistently demonstrated tremendous leadership," said KCS Executive VP of Operations John Orr in a press release. "He has a keen understanding of the value of a speak-up culture and operational balance, and how these elements lead to growth."Meanwhile, KCS earlier this week announced that it received notice of an unsolicited mini-tender offer by TRC Capital Investment Corp. to purchase up to 500,000 shares, or approximately 0.55%, of KCS’s outstanding common stock at a price of $285 per share in cash.As TRC Capital's own offer document acknowledges, the offering price is approximately 2.47% below the closing price per share of KCS on April 30, 2021, the last trading day before the mini-tender offer was commenced, KCS officials said.The officials also said the company does not endorse TRC Capital’s mini-tender offer and recommends that KCS shareholders reject the unsolicited offer and not tender their shares in response to the offer.Moreover, KCS recommends that any shareholders who have tendered shares to TRC Capital withdraw those shares by providing the written notice described in the offering documentation before the offer expires June 2.

Rail News Home Norfolk Southern Railway 5/13/2021 Rail News: Norfolk Southern Railway
Last month, NS committed to establish a science-based target to lower its carbon emissions in accordance with the Paris Agreement on climate change. Photo – nscorp.com

Rail News Home Canadian National Railway - CN 5/12/2021 Rail News: Canadian National Railway - CN
CN today announced today that it has received more than 1,000 letters of support for its proposed acquisition of Kansas City Southern.The number of letters, which have been filed with the Surface Transportation Board, is nearly double the number of support letters filed by Canadian Pacific in less than half the time, CN officials said in a press release.CN will continue to communicate and engage with its customers and various stakeholders as it works towards an agreed-upon transaction with KCS, they said.In March, CP and KCS announced a merger agreement in which CP would acquire KCS in a stock and cash transaction valued at $275 per KCS share. Weeks later, KCS received an unsolicited proposal from CN to acquire KCS in a cash and stock transaction, valued by CN at $325 per share.