(Source: Kansas City Southern press release (PDF), August 19, 2021)
KANSAS CITY, Mo. — Kansas City Southern (“KCS”) today announced that it has convened and adjourned the Special Meeting of Stockholders (the “Special Meeting”) for KCS stockholders to vote on the previously announced definitive merger agreement with CN and other proposals until 9:00 a.m., Central Time, on September 3, 2021. All stockholders of record of KCS common stock and KCS 4% non- cumulative preferred stock as of the close of business on July 1, 2021 will be entitled to vote their shares at the Special Meeting.
CN and KCS’ joint voting trust application is currently under review by the Surface Transportation Board (“STB”). The Company previously announced that if the STB had not released a public decision by August 17, 2021, at 6:00 p.m., Central Time, the Special Meeting would be adjourned to give all stockholders and the KCS Board time to receive and consider the STB decision. On August 10, 2021, the STB announced that it expects to issue a decision on the use of the CN voting trust no later than August 31, 2021.
KCS and CN are confident that the voting trust meets all the standards and the public interest test set forth by the STB and believe that it should be approved. KCS stockholders will receive the merger consideration immediately upon the closing of the voting trust, which is also subject to receipt of KCS stockholder approval and Mexican regulatory approvals.
As previously announced on May 21, 2021, KCS and CN entered into a definitive merger agreement, unanimously approved by the Board of Directors of each company, pursuant to which CN agreed to acquire KCS in a stock and cash transaction valued at $3251 per common share, based on CN’s May 13, 2021 offer, implying a total enterprise value of $33.6 billion, including the assumption of approximately $3.8 billion of KCS debt. Under the terms of the agreement with CN, KCS stockholders will receive $200 in cash and 1.129 shares of CN common stock for each KCS common share.