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Canadian Pacific Railway Ltd. (CP)
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Corrected Transcript
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Business Update Call
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01-Sep-2021
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Keith Edward Creel
President, Chief Executive Officer & Director, Canadian Pacific Railway Ltd.
Thank you, Chris, and good morning. Thank you for joining us on such a short notice. Obviously, theres a lot of activity occurring in the rail space. So,
were going to keep the call short, keep it tight, be short on the comments, and obviously, take any questions you might have. We thought it was appropriate giving the STBs ruling yesterday, number one, to reaffirm to the market that our
offer that we made to the KCS board of directors just a few weeks ago, I believe on August the 9th, still stands.
It offers compelling value short and
even more compelling value long-term for the KCS shareholder. And most importantly, our offer, we believe, ought to be deemed superior because we have deal certainty. Its the only Class 1 combination that uniquely truly is end-to-end, that preserves and enhances competition, and to use Pats words back when we first announced our deal in March of this year, it is the perfect combination.
Id like to thank and commend the STB for what was a very well-thought-out prescriptive decision, unanimous
decision, a ruling that clearly represents the shippers best interests, the publics best interests. Its obvious that they put in their work to protect and strengthen the US rail network as well, which clearly has always been their
mandate. Theyve never backed away from that. Theyre men and women of their word, and I commend them for doing that.
If youve looked at
the ruling, and Im sure that you have as we have, its confirmed what weve always believed to be true. And Ill use their words. A CP-KCS combination is substantially different,
substantially different. Those are key words. It is an end-to-end merger, whereas the CN system overlaps with that of the KCS. The other undeniable fact, shifting to the
unique attributes of our deal, is the point of deal certainty.
Weve always said that for value to be realized, it has to be achievable. It
cant be illusory. We have deal certainty. This value is achievable. We have a timeline and a path to trust closing in the fourth quarter of this year. With that said, I know that probably some on this call and many have asked before, they may
have questions about that path to closing. What do we need to do or not need to do when it comes to the STB relative to our merger application, which we have kept alive through this entire process in anticipation of being at this point today.
So, with that said, Ive got Dave Meyer. Dave, obviously, many of youve been exposed to him. But David Meyer is the lawyer that has advised us
since day one along this path. Certainly, hes got it right. He clearly understands whats required. He clearly understands what the regulator expects, and we clearly intend to obviously satisfy the regulators expectations.
With that said, let me turn it over to David. Im going to ask David to walk through whats next, what does the path look like, assuming and
anticipation of a successful conclusion of being deemed superior by the KCS board of directors, which is where we hope and anticipate this journey will lead us to, what happens then. So, Dave, over to you.
David L. Meyer
Principal, Law Office of David L.
Meyer
Thank you, Keith. The path is pretty straightforward. Weve been working on an application for quite a while, as folks whove been
following this matter closely will know. We have a we filed a notice of intent to file an application back in March. That notice anticipated a filing of between three and six months from March 23. Six months is September 23. We anticipate
that, if KCS comes back on board, we would work with them to get an application on file by then or soon thereafter.
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