CALGARY, Alberta & KANSAS CITY, Mo.–(BUSINESS WIRE)–Apr 6, 2021–
Canadian Pacific Railway Restricted (TSX: CP) (NYSE: CP) (“CP”) and Kansas Metropolis Southern (NYSE: KSU) (“KCS”) as we speak introduced that 45 clients, ports, transloads and different stakeholders have filed statements with the Floor Transportation Board (“STB”) bringing the full to greater than 300 supporting the deliberate creation of the primary U.S.-Mexico-Canada rail community. The extra assist comes from stakeholders giant and small throughout the provision chain, together with SSAB, Domtar, Farmers Cooperative of Hanska, Port of New Orleans, and E.J.R. Reload.
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Just like the shoppers and supporters that filed statements and letters with the STB on April 1, 2021, the brand new supporters said they anticipate the mix would, amongst different advantages, invigorate transportation competitors, increase entry to present and rising markets, and supply new service choices that may enhance transit occasions and reliability. Most of the supporters additionally requested the STB to overview the transaction as swiftly as attainable so the methods might be built-in, and the end-to-end advantages of this mixture could be realized for the advantage of all stakeholders.
CP and KCS thank the shippers, railroads, financial improvement authorities, ports and different supporters which have filed letters to the STB in assist of the mix. The CP-KCS mixture is predicted to supply an enhanced aggressive various to present rail service suppliers and is predicted to lead to improved service and effectivity to clients of all sizes. When mixed, the CP-KCS community would stay the smallest of six U.S. Class 1 railroads by income.
CP is looking for approval from the STB for the mix, which additionally stays topic to the approvals of CP and KCS shareholders and different customary closing circumstances. The STB overview is predicted to be accomplished by the center of 2022.
For extra data on the transaction and the advantages it’s anticipated to carry to the total vary of stakeholders, go to www.FutureForFreight.com.
Ahead Wanting Statements and Info
This information launch consists of sure forward-looking statements and forward-looking data (collectively, FLI) to supply CP and KCS shareholders and potential buyers with details about CP, KCS and their respective subsidiaries and associates, together with every firm’s administration’s respective evaluation of CP, KCS and their respective subsidiaries’ future plans and operations, which FLI is probably not applicable for different functions. FLI is often recognized by phrases equivalent to “anticipate”, “anticipate”, “mission”, “estimate”, “forecast”, “plan”, “intend”, “goal”, “consider”, “seemingly” and related phrases suggesting future outcomes or statements relating to an outlook. All statements aside from statements of historic reality could also be FLI. Particularly, this information launch incorporates FLI pertaining to, however not restricted to, data with respect to the next: the transaction; the mixed firm’s scale; monetary progress; future enterprise prospects and efficiency; future shareholder returns; money flows and enhanced margins; synergies; management and governance construction; and workplace and headquarter places.
Though we consider that the FLI is affordable based mostly on the knowledge obtainable as we speak and processes used to arrange it, such statements should not ensures of future efficiency and you might be cautioned towards putting undue reliance on FLI. By its nature, FLI includes a wide range of assumptions, that are based mostly upon elements which may be troublesome to foretell and which will contain identified and unknown dangers and uncertainties and different elements which can trigger precise outcomes, ranges of exercise and achievements to vary materially from these expressed or implied by these FLI, together with, however not restricted to, the next: the timing and completion of the transaction, together with receipt of regulatory and shareholder approvals and the satisfaction of different circumstances precedent; interloper threat; the conclusion of anticipated advantages and synergies of the transaction and the timing thereof; the success of integration plans; the main focus of administration time and a spotlight on the transaction and different disruptions arising from the transaction; estimated future dividends; monetary power and adaptability; debt and fairness market circumstances, together with the power to entry capital markets on favorable phrases or in any respect; price of debt and fairness capital; the beforehand introduced proposed share break up of CP’s issued and excellent frequent shares and whether or not it’ll obtain the requisite shareholder and regulatory approvals; potential modifications within the CP share value which can negatively affect the worth of consideration provided to KCS shareholders; the power of administration of CP, its subsidiaries and associates to execute key priorities, together with these in reference to the transaction; common Canadian, U.S., Mexican and international social, financial, political, credit score and enterprise circumstances; dangers related to agricultural manufacturing equivalent to climate circumstances and bug populations; the supply and value of vitality commodities; the results of competitors and pricing pressures, together with competitors from different rail carriers, trucking corporations and maritime shippers in Canada, the U.S. and México; business capability; shifts in market demand; modifications in commodity costs; uncertainty surrounding timing and volumes of commodities being shipped; inflation; geopolitical instability; modifications in legal guidelines, laws and authorities insurance policies, together with regulation of charges; modifications in taxes and tax charges; potential will increase in upkeep and working prices; modifications in gas costs; disruption in gas provides; uncertainties of investigations, proceedings or different varieties of claims and litigation; compliance with environmental laws; labor disputes; modifications in labor prices and labor difficulties; dangers and liabilities arising from derailments; transportation of harmful items; timing of completion of capital and upkeep initiatives; foreign money and rate of interest fluctuations; trade charges; results of modifications in market circumstances and low cost charges on the monetary place of pension plans and investments; commerce restrictions or different modifications to worldwide commerce preparations; the results of present and future multinational commerce agreements on the extent of commerce amongst Canada, the U.S. and México; local weather change and the market and regulatory responses to local weather change; anticipated in-service dates; success of hedging actions; operational efficiency and reliability; buyer, shareholder, regulatory and different stakeholder approvals and assist; regulatory and legislative choices and actions; the adversarial affect of any termination or revocation by the Mexican authorities of Kansas Metropolis Southern de México, S.A. de C.V.’s Concession; public opinion; varied occasions that would disrupt operations, together with extreme climate, equivalent to droughts, floods, avalanches and earthquakes, and cybersecurity assaults, in addition to safety threats and governmental response to them, and technological modifications; acts of terrorism, struggle or different acts of violence or crime or threat of such actions; insurance coverage protection limitations; materials adversarial modifications in financial and business circumstances, together with the supply of brief and long-term financing; and the pandemic created by the outbreak of COVID-19 and ensuing results on financial circumstances, the demand setting for logistics necessities and vitality costs, restrictions imposed by public well being authorities or governments, fiscal and financial coverage responses by governments and monetary establishments, and disruptions to international provide chains.
We warning that the foregoing checklist of things is just not exhaustive and is made as of the date hereof. Further details about these and different assumptions, dangers and uncertainties could be present in studies and filings by CP and KCS with Canadian and U.S. securities regulators, together with any proxy assertion, prospectus, materials change report, administration data round or registration assertion to be filed in reference to the transaction. Because of the interdependencies and correlation of those elements, in addition to different elements, the affect of anybody assumption, threat or uncertainty on FLI can’t be decided with certainty.
Besides to the extent required by legislation, we assume no obligation to publicly replace or revise any FLI, whether or not because of new data, future occasions or in any other case. All FLI on this information launch is expressly certified in its entirety by these cautionary statements.
Though this press launch consists of forward-looking non-GAAP measures (adjusted diluted EPS, Free money move, earnings earlier than curiosity, tax, depreciation and amortization (EBITDA), and a leverage ratio being adjusted web debt to adjusted earnings earlier than curiosity, tax, depreciation and amortization (EBITDA)), it isn’t practicable to reconcile, with out unreasonable efforts, these forward-looking measures to probably the most comparable GAAP measures (diluted EPS, Money from operations, Web earnings, and long-term debt to web earnings ratio, respectively), because of unknown variables and uncertainty associated to future outcomes. These unknown variables could embrace unpredictable transactions of great worth. Please see Observe on forward-looking Statements above for additional dialogue.
About Canadian Pacific
Canadian Pacific is a transcontinental railway in Canada and the USA with direct hyperlinks to main ports on the west and east coasts. CP gives North American clients a aggressive rail service with entry to key markets in each nook of the globe. CP is rising with its clients, providing a collection of freight transportation providers, logistics options and provide chain experience. Go to cpr.ca to see the rail benefits of CP. CP-IR
Headquartered in Kansas Metropolis, Mo., Kansas Metropolis Southern (KCS) (NYSE: KSU) is a transportation holding firm that has railroad investments within the U.S., Mexico and Panama. Its main U.S. holding is The Kansas Metropolis Southern Railway Firm, serving the central and south central U.S. Its worldwide holdings embrace Kansas Metropolis 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 p.c curiosity in Panama Canal Railway Firm, offering ocean-to-ocean freight and passenger service alongside the Panama Canal. KCS’ North American rail holdings and strategic alliances are main parts of a railway community, linking the business and industrial facilities of the U.S., Mexico and Canada. Extra details about KCS could be discovered at www.kcsouthern.com.
ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT
CP will file with the U.S. Securities and Trade Fee (SEC) a registration assertion on Kind F-4, which can embrace a proxy assertion of KCS that additionally constitutes a prospectus of CP, and another paperwork in reference to the transaction. The definitive proxy assertion/prospectus shall be despatched to the shareholders of KCS. CP may also file a administration proxy round in reference to the transaction with relevant securities regulators in Canada and the administration proxy round shall be despatched to CP shareholders. INVESTORS AND SHAREHOLDERS OF KCS AND CP ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND MANAGEMENT PROXY CIRCULAR, AS APPLICABLE, AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC OR APPLICABLE SECURITIES REGULATORS IN CANADA IN CONNECTION WITH THE TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT KCS, CP, THE TRANSACTION AND RELATED MATTERS. The registration assertion and proxy assertion/prospectus and different paperwork filed by CP and KCS with the SEC, when filed, shall be obtainable freed from cost on the SEC’s web site at www.sec.gov. As well as, buyers and shareholders will be capable to receive free copies of the registration assertion, proxy assertion/prospectus, administration proxy round and different paperwork which shall be filed with the SEC and relevant securities regulators in Canada by CP on-line at investor.cpr.ca and www.sedar.com, upon written request delivered to CP at 7550 Ogden Dale Highway S.E., Calgary, Alberta, T2C 4X9, Consideration: Workplace of the Company Secretary, or by calling CP at 1-403-319-7000, and can be capable to receive free copies of the proxy assertion/prospectus and different paperwork filed with the SEC by KCS on-line at www.investors.kcsouthern.com, upon written request delivered to KCS at 427 West twelfth Road, Kansas Metropolis, Missouri 64105, Consideration: Company Secretary, or by calling KCS’s Company Secretary’s Workplace by phone at 1-888-800-3690 or by e-mail at firstname.lastname@example.org.
You might also learn and duplicate any studies, statements and different data filed by KCS and CP with the SEC on the SEC public reference room at 100 F Road N.E., Room 1580, Washington, D.C. 20549. Please name the SEC at 1-800-732-0330 or go to the SEC’s web site for additional data on its public reference room. This communication shall not represent a proposal to promote or the solicitation of a proposal to purchase any securities, nor shall there be any sale of securities in any jurisdiction wherein such supply, solicitation or sale can be illegal previous to applicable registration or qualification below the securities legal guidelines of such jurisdiction. No providing of securities shall be made besides by way of a prospectus assembly the necessities of Part 10 of the U.S. Securities Act of 1933, as amended.
PARTICIPANTS IN THE SOLICITATION OF PROXIES
This communication is just not a solicitation of proxies in reference to the transaction. Nonetheless, below SEC guidelines, CP, KCS, and sure of their respective administrators and govt officers could also be deemed to be members within the solicitation of proxies in reference to the transaction. Details about CP’s administrators and govt officers could also be present in its 2021 Administration Proxy Round, dated March 10, 2021, in addition to its 2020 Annual Report on Kind 10-Ok filed with the SEC and relevant securities regulators in Canada on February 18, 2021, obtainable on its web site at investor.cpr.ca and at www.sedar.com and www.sec.gov. Details about KCS’s administrators and govt officers could also be discovered on its web site at www.kcsouthern.com and in its 2020 Annual Report on Kind 10-Ok filed with the SEC on January 29, 2021, obtainable at www.investors.kcsouthern.com and www.sec.gov. These paperwork could be obtained freed from cost from the sources indicated above. Further data relating to the pursuits of such potential members within the solicitation of proxies in reference to the transaction shall be included within the proxy assertion/prospectus and administration proxy round and different related supplies filed with the SEC and relevant securities regulators in Canada after they grow to be obtainable.
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CONTACT: Canadian Pacific
Chris De Bruyn
Kansas Metropolis Southern
C. Doniele Carlson
KEYWORD: MISSOURI UNITED STATES NORTH AMERICA CANADA
INDUSTRY KEYWORD: TRUCKING RAIL MARITIME AIR TRANSPORT LOGISTICS/SUPPLY CHAIN MANAGEMENT
SOURCE: Kansas Metropolis Southern
Copyright Enterprise Wire 2021.
PUB: 04/06/2021 08:30 AM/DISC: 04/06/2021 08:31 AM