Canadian Pacific and Kansas City Southern Close Into Voting Trust

Canadian Pacific Railway Limited (“CP”) today announced the completion of its acquisition of Kansas City Southern (“KCS”). The transaction represents an enterprise value of approximately US$31 billion. KCS stockholders will receive 2.884 CP common shares and US$90 in cash for each share of KCS common stock held and US$37.50 in cash for each share of KCS preferred stock held.

Immediately upon the closing of the acquisition, the shares of KCS were placed into a voting trust with Dave Starling, former KCS President and CEO, appointed as the Voting Trustee. The Voting Trust, which ensures KCS will operate independently of CP, will remain in effect until the U.S. Surface Transportation Board (“STB”) issues its decision on the companies’ joint railroad control application. The STB’s approval of CP’s control of KCS would create Canadian Pacific Kansas City Limited (“CPKC”), the only single-line railroad linking the United StatesMexico and Canada. The STB review of CP’s proposed control of KCS is expected to be completed in the fourth quarter of 2022.

Expected benefits from the business combination will not be realized until the STB approves CP’s control of KCS’ railroads. Upon obtaining control approval from the STB, the two companies expect to achieve full integration over the ensuing three years, unlocking the benefits of the combination.

-via Press Release

This article was posted on: December 14, 2021