Independent proxy advisor: KCS shareholders should support CN merger

Kansas City Southern on Saturday announced leading independent proxy advisory firm Institutional Shareholder Services Inc. (ISS) has recommended that the Class I’s shareholders vote in favor of the proposed CN merger at a special stockholders meeting to be held on Aug. 19.

ISS determined the premium, valuation and strategic rationale for the transaction are compelling. While Canadian Pacific — which also aims to acquire KCS — is soliciting votes against the CN-KCS merger, it has not provided KCS shareholders with any actionable alternative or one that bridges the divide between its initial offer and CN’s offer, ISS officials claim.

“In voting to approve the transaction, shareholders would lock in the break fee. They would also advance the deal one step closer to completion,” ISS officials said in a press release.

KCS leaders are encouraged that ISS supports its board’s unanimous recommendation that shareholders vote in favor of the combination.

“In its report, ISS validates our belief that CN is the ideal partner for KCS to power the resurgence of North America’s industrial and agricultural corridors and enhance competition, and that this transaction is in the best interest of KCS and all of our stakeholders,” said KCS President and Chief Executive Officer Patrick Ottensmeyer. “We strongly urge [our] shareholders to follow the ISS’ recommendations and vote for the transaction.” 

On May 21, KCS and CN entered into a definitive merger agreement under which KCS shareholders would receive $200 in cash and 1.129 shares of CN common stock for each KCS common share. After the transaction closes, KCS shareholders would own about 12.65% of the combined company.