Kansas City Southern Receives Revised Proposal from Canadian Pacific That Board of Directors Determines is a "Company Superior Proposal"
12 Setembro 2021 - 1:40PM
Business Wire
Kansas City Southern (NYSE: KSU) (“KCS”) today announced that
the KCS Board of Directors determined that CP’s revised proposal
constitutes a “Company Superior Proposal” as defined in KCS’s
merger agreement with Canadian National Railway Company (TSX: CNR,
NYSE: CNI) (“CN”). The KCS Board of Directors made this
determination after consultation with the Company’s outside legal
and financial advisors.
Under the terms of CP’s proposal, each share of KCS common stock
would be exchanged for 2.884 CP common shares and $90 in cash. In
addition, holders of KCS preferred stock would receive $37.50 in
cash for each share of KCS preferred stock held. The proposal is
binding on CP and may be accepted by KCS at any time prior to 5:00
pm EDT on Monday, September 20, 2021. The transaction would be
subject to approval by the stockholders of CP and KCS, receipt of
regulatory approvals and other customary closing conditions.
KCS has notified CN that it intends to terminate KCS’s merger
agreement with CN and enter into the definitive agreement with CP,
subject to CN’s right to negotiate amendments to the merger
agreement for at least five business days and the KCS Board’s
further determination as to whether any such amendments would cause
the CP proposal no longer to constitute a “Company Superior
Proposal.”
BofA Securities and Morgan Stanley & Co. LLC are serving as
financial advisors to Kansas City Southern. Wachtell, Lipton, Rosen
& Katz, Baker & Miller PLLC, Davies Ward Phillips &
Vineberg LLP, WilmerHale, and White & Case, S.C. are serving as
legal counsel to Kansas City Southern.
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
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version on businesswire.com: https://www.businesswire.com/news/home/20210912005042/en/
Media C. Doniele Carlson KCS
Corporate Communications & Community Affairs (816) 983-1372
dcarlson@kcsouthern.com
Joele Frank, Wilkinson Brimmer Katcher Tim Lynch / Ed Trissel
(212) 355-4449
Investment Community Ashley
Thorne Vice President Investor Relations (816) 983-1530
athorne@kcsouthern.com
MacKenzie Partners, Inc. Dan Burch / Laurie Connell (212)
929-5748 / (212) 378-7071 dburch@mackenziepartners.com
lconnell@mackenziepartners.com
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