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9/5/2021
Canadian Pacific is ready to reengage with Kansas City Southern's board following its determination that CP's revised offer can reasonably be expected to lead to a “company superior proposal,” CP officials said yesterday in a press release.
"We look forward to re-engaging with the KCS Board of Directors to advance this unique and achievable Class I combination that provides compelling short- and long-term value," said CP President and Chief Executive Officer Keith Creel.
Yesterday, KCS announced that its board unanimously determined that the unsolicited proposal received from CP on Aug. 31 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.
CP last week week reaffirmed its offer originally submitted Aug. 10 and resubmitted Aug. 31 to combine with KCS. CP believes it ought to be deemed a superior proposal and has placed a deadline of Sept. 12 on that offer.
The proposed transaction values KCS at $300 per share, representing a 34% premium, based on the CP closing price on Aug. 9 and KCS unaffected closing price on March 19. Following the closing into a voting trust, common shareholders of KCS will receive 2.884 CP common shares and $90 in cash for each share of KCS common stock held. The proposed transaction includes the assumption of $3.8 billion of outstanding KCS debt, CP officials said.
On Aug. 31, the Surface Transportation Board unanimously rejected CN and KCS's joint motion for approval for use of a voting trust. That clearly shows that the CN-KCS merger proposal is illusory and not achievable, CP officials said.
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. In addition, KCS noted yesterday that there can be no assurance that the discussions with CP will result in a transaction.
As previously announced on May 21, 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.