Kansas City Southern Receives Revised Proposal from Canadian National Railway That Board of Directors Determines is a "Compan...
14 May 2021 - 8:22AM
Business Wire
Kansas City Southern (NYSE: KSU) (“KCS”) today announced receipt
of a revised acquisition proposal from Canadian National Railway
Company (TSX: CNR, NYSE: CNI) (“CN”). Under the terms of CN’s
revised proposal, each share of KCS common stock would be exchanged
for $200 in cash and 1.129 shares of CN common stock. The proposal
is binding on CN and may be accepted by KCS at any time prior to
5:00 pm EDT on Friday, May 21, 2021. The transaction would be
subject to approval by the stockholders of KCS, approval by the
Surface Transportation Board of a voting trust, receipt of other
regulatory approvals and other customary closing conditions.
After consultation with the Company’s outside legal and
financial advisors, the KCS board of directors determined that CN’s
revised proposal constitutes a “Company Superior Proposal” as
defined in KCS’s merger agreement with Canadian Pacific Railway
Limited (TSX: CP, NYSE: CP) (“CP”).
KCS has notified CP that it intends to terminate KCS’s merger
agreement with CP and enter into the definitive agreement with CN,
subject to CP’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 CN 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/20210513006080/en/
Media C. Doniele Carlson Tel: 816-983-1372
dcarlson@kcsouthern.com
Tim Lynch / Ed Trissel Joele Frank, Wilkinson Brimmer Katcher
Tel: 212-355-4449
Investment Community Ashley Thorne Tel: 816-983-1530
athorne@kcsouthern.com
Dan Burch MacKenzie Partners, Inc. Tel: 212-929-5748
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