Kansas City Southern (NYSE: KSU) (“KCS”) today announced that
the Company has scheduled a virtual Special Meeting of Stockholders
(“Special Meeting”) to vote on the proposed combination with
Canadian Pacific Railway Limited (TSX: CP) (NYSE: CP) (“CP”) on
December 10, 2021 at 10 a.m. Eastern Time (9 a.m. Central Time).
All stockholders of record of KCS common stock and KCS 4%
non-cumulative preferred stock as of the close of business on
October 14, 2021, will be entitled to vote their shares at the
Special Meeting.
CP has agreed to acquire KCS in a stock and cash transaction
representing an enterprise value of approximately $31 billion,
which includes the assumption of $3.8 billion of outstanding KCS
debt as previously announced on September 15, 2021. The
transaction, which has the unanimous support of both boards of
directors, values KCS at $300 per share, representing a 34%
premium, based on the CP closing price on August 9, 2021, the date
prior to which CP submitted a revised offer to acquire KCS, and
KCS’ unaffected closing price on March 19, 2021. Under the terms of
the agreement, KCS stockholders will receive $90 in cash and 2.884
CP shares for each KCS common share held and $37.50 in cash for
each KCS preferred share held.
The KCS Board of Directors unanimously recommends that
stockholders vote “FOR” the merger agreement with CP and the other
proposals outlined in the definitive proxy statement. The
transaction requires approvals from stockholders of both KCS and CP
along with satisfaction of customary closing conditions, including
Mexican regulatory approvals, before it can close into CP’s voting
trust that has already been approved by the Surface Transportation
Board (“STB”). Upon closing into CP’s voting trust, KCS
stockholders will receive their merger consideration, which is
expected to be by the first quarter of 2022. CP’s ultimate
acquisition of control of KCS’ U.S. railways is subject to the
approval of the STB, which is expected to be completed in the
second half of 2022. Upon obtaining control approval, the two
companies will be integrated fully over the ensuing three years,
unlocking the benefits of the combination.
KCS’ definitive proxy materials can be found on the SEC’s
website at www.sec.gov. The proxy materials are being mailed to all
stockholders eligible to vote at the Special Meeting, which can be
accessed at https://meetnow.global/MXZ6AKV.
KCS stockholders who need assistance or have questions regarding
the KCS Special Meeting may contact KCS’ proxy solicitor:
If you have any questions,
require assistance with voting your proxy card,
or need additional copies of
proxy material, please call MacKenzie Partners
at the phone numbers listed
below.
MacKenzie Partners,
Inc.
1407 Broadway, 27th Floor
New York, NY 10018
email:
KSU@mackenziepartners.com
(212) 929-5500 or (800)
322-2885
For more information on CP’s combination with KCS, please visit
https://futureforfreight.com/.
About Kansas City Southern
Headquartered in Kansas City, Mo., Kansas City Southern (KCS)
(NYSE: KSU) is a transportation holding company that has railroad
investments in the U.S., Mexico and Panama. Its primary U.S.
holding is The Kansas City Southern Railway Company, serving the
central and south central U.S. Its international holdings include
Kansas City Southern de Mexico, S.A. de C.V., serving northeastern
and central Mexico and the port cities of Lázaro Cárdenas, Tampico
and Veracruz, and a 50 percent interest in Panama Canal Railway
Company, providing ocean-to-ocean freight and passenger service
along the Panama Canal. KCS’ North American rail holdings and
strategic alliances with other North American rail partners are
primary components of a unique railway system, linking the
commercial and industrial centers of the U.S., Mexico and Canada.
More information about KCS can be found at www.kcsouthern.com.
Forward Looking Statements and Information
This news release includes certain forward looking statements
and forward looking information (collectively, FLI) to provide CP
and KCS shareholders and potential investors with information about
CP, KCS and their respective subsidiaries and affiliates, including
each company’s management’s respective assessment of CP, KCS and
their respective subsidiaries’ future plans and operations, which
FLI may not be appropriate for other purposes. FLI is typically
identified by words such as “anticipate”, “expect”, “project”,
“estimate”, “forecast”, “plan”, “intend”, “target”, “believe”,
“likely” and similar words suggesting future outcomes or statements
regarding an outlook. All statements other than statements of
historical fact may be FLI.
Although we believe that the FLI is reasonable based on the
information available today and processes used to prepare it, such
statements are not guarantees of future performance and you are
cautioned against placing undue reliance on FLI. By its nature, FLI
involves a variety of assumptions, which are based upon factors
that may be difficult to predict and that may involve known and
unknown risks and uncertainties and other factors which may cause
actual results, levels of activity and achievements to differ
materially from those expressed or implied by these FLI, including,
but not limited to, the following: the timing and completion of the
transaction, including receipt of regulatory and shareholder
approvals and the satisfaction of other conditions precedent;
interloper risk; the realization of anticipated benefits and
synergies of the transaction and the timing thereof; the success of
integration plans; the focus of management time and attention on
the transaction and other disruptions arising from the transaction;
changes in business strategy and strategic opportunities; estimated
future dividends; financial strength and flexibility; debt and
equity market conditions, including the ability to access capital
markets on favourable terms or at all; cost of debt and equity
capital; potential changes in the CP share price which may
negatively impact the value of consideration offered to KCS
shareholders; the ability of management of CP, its subsidiaries and
affiliates to execute key priorities, including those in connection
with the transaction; general Canadian, U.S., Mexican and global
social, economic, political, credit and business conditions; risks
associated with agricultural production such as weather conditions
and insect populations; the availability and price of energy
commodities; the effects of competition and pricing pressures,
including competition from other rail carriers, trucking companies
and maritime shippers in Canada, the U.S. and Mexico; North
American and global economic growth; industry capacity; shifts in
market demand; changes in commodity prices and commodity demand;
uncertainty surrounding timing and volumes of commodities being
shipped; inflation; geopolitical instability; changes in laws,
regulations and government policies, including regulation of rates;
changes in taxes and tax rates; potential increases in maintenance
and operating costs; changes in fuel prices; disruption in fuel
supplies; uncertainties of investigations, proceedings or other
types of claims and litigation; compliance with environmental
regulations; labour disputes; changes in labour costs and labour
difficulties; risks and liabilities arising from derailments;
transportation of dangerous goods; timing of completion of capital
and maintenance projects; sufficiency of budgeted capital
expenditures in carrying out business plans; services and
infrastructure; the satisfaction by third parties of their
obligations; currency and interest rate fluctuations; exchange
rates; effects of changes in market conditions and discount rates
on the financial position of pension plans and investments; trade
restrictions or other changes to international trade arrangements;
the effects of current and future multinational trade agreements on
the level of trade among Canada, the U.S. and Mexico; climate
change and the market and regulatory responses to climate change;
ability to achieve commitments and aspirations relating to reducing
greenhouse gas emissions and other climate-related objectives;
anticipated in-service dates; success of hedging activities;
operational performance and reliability; customer, shareholder,
regulatory and other stakeholder approvals and support; regulatory
and legislative decisions and actions; the adverse impact of any
termination or revocation by the Mexican government of Kansas City
Southern de Mexico, S.A. de C.V.’s Concession; public opinion;
various events that could disrupt operations, including severe
weather, such as droughts, floods, avalanches and earthquakes, and
cybersecurity attacks, as well as security threats and governmental
response to them, and technological changes; acts of terrorism, war
or other acts of violence or crime or risk of such activities;
insurance coverage limitations; material adverse changes in
economic and industry conditions, including the availability of
short and long-term financing; and the pandemic created by the
outbreak of COVID-19 and its variants, and resulting effects on
economic conditions, the demand environment for logistics
requirements and energy prices, restrictions imposed by public
health authorities or governments, fiscal and monetary policy
responses by governments and financial institutions, and
disruptions to global supply chains.
We caution that the foregoing list of factors is not exhaustive
and is made as of the date hereof. Additional information about
these and other assumptions, risks and uncertainties can be found
in reports and filings by CP and KCS with Canadian and U.S.
securities regulators, including any proxy statement, prospectus,
material change report, management information circular or
registration statement to be filed in connection with the
transaction. Reference should be made to “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations—Forward Looking Statements” in CP’s and KCS’s
annual and interim reports on Form 10-K and 10-Q. Due to the
interdependencies and correlation of these factors, as well as
other factors, the impact of any one assumption, risk or
uncertainty on FLI cannot be determined with certainty.
Except to the extent required by law, we assume no obligation to
publicly update or revise any FLI, whether as a result of new
information, future events or otherwise. All FLI in this news
release is expressly qualified in its entirety by these cautionary
statements.
Additional Information and Where to Find It
CP has filed with the U.S. Securities and Exchange Commission
(SEC) a registration statement on Form F-4, which includes a proxy
statement of KCS that also constitutes a prospectus of CP. The
registration statement has been declared effective. CP has filed
with the SEC its prospectus and KCS has filed with the SEC its
definitive proxy statement in connection with the proposed
transaction, and the KCS proxy statement is being sent to the
stockholders of KCS seeking their approval of the merger-related
proposals. CP will also file a management proxy circular in
connection with the transaction with applicable securities
regulators in Canada and the management proxy circular will be sent
to CP shareholders. INVESTORS, STOCKHOLDERS AND SHAREHOLDERS OF KCS
AND CP ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND
MANAGEMENT PROXY CIRCULAR, AS APPLICABLE, AND ANY OTHER DOCUMENTS
FILED OR TO BE FILED WITH THE SEC OR APPLICABLE SECURITIES
REGULATORS IN CANADA IN CONNECTION WITH THE TRANSACTION WHEN THEY
BECOME AVAILABLE (INCLUDING ANY AMENDMENTS AND SUPPLEMENTS
THERETO), AS THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION
ABOUT KCS, CP, THE TRANSACTION AND RELATED MATTERS. The
registration statement and proxy statement/prospectus and other
documents filed by CP and KCS with the SEC, when filed, will be
available free of charge at the SEC’s website at www.sec.gov. In
addition, investors and shareholders will be able to obtain free
copies of the registration statement, proxy statement/prospectus,
management proxy circular and other documents which have been or
will be filed with the SEC and applicable securities regulators in
Canada by CP online at investor.cpr.ca and www.sedar.com, upon
written request delivered to CP at 7550 Ogden Dale Road S.E.,
Calgary, Alberta, T2C 4X9, Attention: Office of the Corporate
Secretary, or by calling CP at 1-403-319-7000, and will be able to
obtain free copies of the proxy statement/prospectus and other
documents filed with the SEC by KCS online at
www.investors.kcsouthern.com, upon written request delivered to KCS
at 427 West 12th Street, Kansas City, Missouri 64105, Attention:
Corporate Secretary, or by calling KCS’s Corporate Secretary’s
Office by telephone at 1-888-800-3690 or by email at
corpsec@kcsouthern.com.
You may also read and copy any reports, statements and other
information filed by KCS and CP with the SEC at the SEC public
reference room at 100 F Street N.E., Room 1580, Washington, D.C.
20549. Please call the SEC at 1-800-732-0330 or visit the SEC’s
website for further information on its public reference room. This
news release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to appropriate
registration or qualification under the securities laws of such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
U.S. Securities Act of 1933, as amended.
PARTICIPANTS IN THE SOLICITATION OF PROXIES
This news release is not a solicitation of proxies in connection
with the transaction. However, under SEC rules, CP, KCS, and
certain of their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies in
connection with the transaction. Information about CP’s directors
and executive officers may be found in its 2021 Management Proxy
Circular, dated March 10, 2021, as well as its 2020 Annual Report
on Form 10-K filed with the SEC and applicable securities
regulators in Canada on February 18, 2021, available on its website
at investor.cpr.ca and at www.sedar.com and www.sec.gov.
Information about KCS’s directors and executive officers may be
found on its website at www.kcsouthern.com and in its 2020 Annual
Report on Form 10-K filed with the SEC on January 29, 2021,
available at www.investors.kcsouthern.com and www.sec.gov. These
documents can be obtained free of charge from the sources indicated
above. Additional information regarding the interests of such
potential participants in the solicitation of proxies in connection
with the transaction are included in the proxy
statement/prospectus, management proxy circular and other relevant
materials filed or to be filed with the SEC and applicable
securities regulators in Canada when they become available.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211103006316/en/
Kansas City Southern
Media C. Doniele Carlson Tel: 816-983-1372
dcarlson@kcsouthern.com
Investment Community Ashley Thorne Tel: 816-983-1530
athorne@kcsouthern.com
MacKenzie Partners, Inc. Dan Burch / Laurie Connell (212)
929-5748 / (212) 378-7071
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