Canadian Pacific Offer Declared ‘Company Superior Proposal’ by KCS Board

Kansas City Southern’s (KCS) Board of Directors has deemed Canadian Pacific’s (CP) proposed merger agreement a ‘company superior proposal’.

This is the latest in the saga between Canadian National (CN), CP and KCS regarding which of the former Class 1 railroads gets to merge with KCS.

It comes shortly after a Surface Transportation Board (STB) ruling that a voting trust couldn’t be used in a combination between CN and KCS.

KCS has notified CN that it intends to terminate its merger agreement with the company and enter into the definitive agreement with CP.

Under the terms of the CN-KCS merger agreement, CN has five business days to negotiate amendments to its merger agreement and the KCS board has that time to determine whether any such amendments would cause the CP agreement to no longer constitute a ‘company superior proposal’.

CP’s merger proposal values KCS at $300 per share. Under its terms each share of KCS common stock would be exchanged for 2.884 CP common shares and 90 USD (76.29 euros) in cash. In addition, holders of KCS preferred stock would receive 37.50 USD (31.79 euros) in cash for each share of KCS preferred stock held.

Keith Creel, Canadian Pacific’s President and CEO, said:

“We're pleased to reach this important milestone and again pursue this once in a lifetime partnership.

“As we’ve said throughout this process, CP remains committed to everything this opportunity presents. This merger proposal provides KCS stockholders greater regulatory and value certainty. We are excited to move forward as we work toward making this perfect match a reality.”

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