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July 30, 2021updated 24 Nov 2021 6:01am

Kansas City Southern shareholders asked to reject CN-KCS merger

CP is currently pursuing an application process to take over KCS.

Canadian Pacific Railway (CP) has asked Kansas City Southern’s (KCS) shareholders to vote against the proposed CN-KCS merger of KCS and Canadian National (CN) at a meeting next month.

CP submitted its proxy statement in order for CN’s proposed acquisition to be settled once KCS’s stockholders have access to more information.

CP president and CEO Keith Creel said: “What we are doing here is simply contesting the vote on the CN-KCS proposal because a ‘yes’ vote now would lock KCS stockholders in until next February, instead of their being free to consider other, better, options.”

At present, the result of the US Surface Transportation Board (STB) decision on the CN voting trust is still not known.

Under the terms of the CN-KCS merger agreement, after KCS’ stockholders have approved the merger, the company will not be allowed to consider any alternative proposals.

It will also not be able to cancel its merger agreement with CN regarding any proposal that is superior to the CN-KCS combination.

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In a statement, CP said: “Effectively, this means that if STB voting trust approval is not received and/or continues to be litigated, and KCS stockholders have already approved the CN-KCS merger, KCS will be locked into the proposed CN merger until 21 February 2022, the end date under the CN merger agreement, instead of being free to pursue other opportunities that may be in the best interests of KCS stockholders.”

In May, the STB rejected a plan proposed by CN to establish a voting trust that would buy and own KCS while the deal was being reviewed by the regulator.

In March, CP had agreed to acquire KCS in a cash and stock deal of approximately $29bn, which included a $3.8bn assumption of outstanding KCS debt.

CN and KCS later signed a definitive merger agreement to establish an express route linking the US, Mexico and Canada under a single ownership.

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