(Source: Canadian Pacific Railway press release, November 3, 2021)
CALGARY — Canadian Pacific Railway Limited (CP) today announced that it has scheduled a virtual Special Meeting of Shareholders (“Special Meeting”) on Dec. 8, 2021 at 11 a.m. ET (9 a.m. MT) for shareholders to vote on the issuance of the CP common shares to KCS stockholders in connection with the proposed business combination with Kansas City Southern (KCS).
All shareholders of record of CP common stock as of the close of business on Nov. 1, 2021 will be entitled to vote their shares at the Special Meeting.
“We are pleased to ask our shareholders to support this unique, once-in-a-lifetime partnership to create the first U.S.-Mexico-Canada rail network,” said Keith Creel, CP President and CEO. “This end-to-end combination is an extraordinary opportunity to inject new competition and capacity into the U.S. rail network and unlock new environmentally-friendly transportation options that will grow the USMCA economy.”
As previously announced on Sept. 15, 2021, CP has agreed to acquire KCS in a stock and cash transaction representing an enterprise value of approximately USD$31 billion[1], which includes the assumption of $3.8 billion of outstanding KCS debt. 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 Aug. 9, 2021, the date prior to which CP submitted a revised offer to acquire KCS, and KCS’ unaffected closing price on March 19, 2021.[2]
On Sept. 30, 2021, the Surface Transportation Board (“STB”) confirmed that it approved the use of a voting trust for the transaction. The conditions to closing into voting trust include receipt of approval from the shareholders of both companies along with the satisfaction of other customary closing conditions, including receipt of Mexican regulatory approvals.
At the closing, KCS shareholders will receive 2.884 CP shares and $90 in cash for each KCS common share held, and KCS’s voting shares will be placed into trust. The companies expect the transaction to close by Q1 2022.
Additional information regarding the combination can be found in the definitive proxy statement that has been filed with the U.S. Securities and Exchange Commission (“SEC”).
Full story: Canadian Pacific Railway