Kansas City Southern Board: Proposal From Canadian Pacific Railway Could Reasonably Be Expected to Lead to ‘Superior Proposal’

(Photo courtesy Canadian Pacific)

KANSAS CITY, Mo.–(BUSINESS WIRE)–Kansas City Southern (NYSE: KSU) (“KCS”) today announced that its Board of Directors has unanimously determined, after consultation with the Company’s outside legal and financial advisors, that the unsolicited proposal received from Canadian Pacific Railway Limited (TSX: CP) (NYSE: CP) (“CP”) on August 31, 2021, to acquire KCS in a cash and stock transaction valued by CP at $300 per KCS share could reasonably be expected to lead to a “Company Superior Proposal” as defined in KCS’s merger agreement with CN (TSX: CNR) (NYSE: CNI).

KCS intends to provide CP with nonpublic information and to engage in discussions and negotiations with CP with respect to CP’s proposal, subject in each case to the requirements of the CN merger agreement.

KCS remains bound by the terms of the CN merger agreement, and KCS’s Board has not determined that CP’s proposal in fact constitutes a Company Superior Proposal as defined in the merger agreement with CN. In addition, KCS notes that there can be no assurance that the discussions with CP will result in a transaction.

As previously announced on May 21, 2021, KCS entered into a merger agreement with CN, pursuant to which CN agreed to acquire KCS in a stock and cash transaction valued at $325 per KCS share based on the CN and KCS closing prices on May 12, 2021.

‎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.

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