STB Resolution Marks an Vital Milestone for Merger Settlement
Merger Software and Proxy Submitting for Shareholder Votes Underway
CALGARY, AB, Could 6, 2021 /PRNewswire/ – Canadian Pacific Railway Restricted (TSX: CP) (NYSE: CP) (“CP”) thanks the Floor Transportation Board (“STB”) for its approval today of a voting belief for its deliberate, pleasant merger with Kansas Metropolis Southern (“KCS”).
“Following this vital milestone, we’re continuing full steam forward to finish this historic mixture, creating the primary actually North American single line railroad,” mentioned CP President and Chief Government Officer Keith Creel. “We’re persevering with to organize our formal merger utility and proxy submitting for a shareholder vote within the close to future.”
As a way to shut into voting belief, the transaction requires approval from shareholders of each firms together with satisfaction of customary closing circumstances. CP would then purchase KCS shares and place them into the voting belief, at which level KCS shareholders will obtain their consideration.
KCS administration and Board of Administrators will proceed to steward the corporate whereas it’s in belief, pursuing KCS’ unbiased marketing strategy and progress methods whereas the merger undergoes regulatory evaluate. David Starling, former CEO of KCS, has been appointed trustee for the voting belief.
On March 21, 2021, CP and KCS entered right into a merger settlement below which CP has agreed to amass KCS for $29 billion in money and inventory.
The STB final month affirmed it’s going to evaluate the CP-KCS mixture below the waiver granted to KCS in 2001 to exempt it from new merger guidelines which the STB applied that yr. In reaching this determination, the STB famous that the 2 firms as soon as mixed would stay the smallest of the Class 1 carriers.
At this time’s STB determination repeatedly famous that the Board’s grant of formal approval for the CP voting belief was “primarily based solely upon the precise details” of the CP/KCS transaction and was below the pre-2001 rules relevant to the CP/KCS transaction slightly than the post-2001 rules, which undertake a “far more cautious strategy to future voting trusts.” The choice made clear that when reviewing a voting belief below the 2001 guidelines, the STB has “plenary authority” and an obligation to evaluate a wide range of components in figuring out whether or not use of a belief, within the context of a selected proposed transaction, can be “in keeping with the general public curiosity.”
For extra data on the transaction and the advantages it’s anticipated to convey to the total vary of stakeholders, go to FutureForFreight.com.
FORWARD-LOOKING STATEMENTS AND INFORMATION
This information launch consists of sure forward-looking statements and ahead wanting data (collectively, FLI). FLI is usually recognized by phrases corresponding to “anticipate”, “anticipate”, “challenge”, “estimate”, “forecast”, “plan”, “intend”, “goal”, “imagine”, “possible” and comparable phrases suggesting future outcomes or statements relating to an outlook. All statements apart from statements of historic reality could also be FLI.
Though we imagine that the FLI is cheap primarily based on the data out there at this time and processes used to organize it, such statements will not be ensures of future efficiency and you’re cautioned in opposition to putting undue reliance on FLI. By its nature, FLI entails a wide range of assumptions, that are primarily based upon components that could be tough to foretell and which will contain identified and unknown dangers and uncertainties and different components 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 belief 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 focus on the transaction and different disruptions arising from the transaction; estimated future dividends; monetary energy and suppleness; debt and fairness market circumstances, together with the power to entry capital markets on beneficial phrases or in any respect; price of debt and fairness capital; the pending share break up of CP’s issued and excellent frequent shares; potential adjustments within the CP share value which can negatively affect the worth of consideration supplied 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; basic Canadian, U.S., Mexican and international social, financial, political, credit score and enterprise circumstances; dangers related to agricultural manufacturing corresponding to climate circumstances and bug populations; the availability and value of power commodities; the consequences of competitors and pricing pressures, together with competitors from different rail carriers, trucking firms and maritime shippers in Canada, the U.S. and Mexico; business capability; shifts in market demand; adjustments in commodity costs; uncertainty surrounding timing and volumes of commodities being shipped; inflation; geopolitical instability; adjustments in legal guidelines, rules and authorities insurance policies, together with regulation of charges; adjustments in taxes and tax charges; potential will increase in upkeep and working prices; adjustments in gas costs; disruption in gas provides; uncertainties of investigations, proceedings or different forms of claims and litigation; compliance with environmental rules; labour disputes; adjustments in labour prices and labour difficulties; dangers and liabilities arising from derailments; transportation of harmful items; timing of completion of capital and upkeep tasks; foreign money and rate of interest fluctuations; change charges; results of adjustments in market circumstances and low cost charges on the monetary place of pension plans and investments; commerce restrictions or different adjustments to worldwide commerce preparations; the consequences of present and future multinational commerce agreements on the extent of commerce amongst Canada, the U.S. and Mexico; 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 Mexico, S.A. de C.V.’s Concession; public opinion; numerous occasions that would disrupt operations, together with extreme climate, corresponding to droughts, floods, avalanches and earthquakes, and cybersecurity assaults, in addition to safety threats and governmental response to them, and technological adjustments; acts of terrorism, struggle or different acts of violence or crime or threat of such actions; insurance coverage protection limitations; materials adversarial adjustments in financial and business circumstances, together with the provision of brief and long-term financing; and the pandemic created by the outbreak of COVID-19 and ensuing results on financial circumstances, the demand surroundings for logistics necessities and power 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 record of things shouldn’t be exhaustive and is made as of the date hereof. Further details about these and different assumptions, dangers and uncertainties could be present in reviews 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 components, in addition to different components, 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 on account of new data, future occasions or in any other case. All FLI on this webpage is expressly certified in its entirety by these cautionary statements.
ABOUT CANADIAN PACIFIC
Canadian Pacific (TSX: CP) (NYSE: CP) is a transcontinental railway in Canada and the US with direct hyperlinks to main ports on the west and east coasts. CP gives North American prospects a aggressive rail service with entry to key markets in each nook of the globe. CP is rising with its prospects, providing a collection of freight transportation providers, logistics options and provide chain experience. Go to www.cpr.ca to see the rail benefits of CP. CP-IR
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 Type F-4, which is able to embody a proxy assertion of KCS that additionally constitutes a prospectus of CP, and every other paperwork in reference to the transaction. The definitive proxy assertion/prospectus will probably be despatched to the shareholders of KCS. CP may even file a administration proxy round in reference to the transaction with relevant securities regulators in Canada and the administration proxy round will 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, will probably be out there freed from cost on the SEC’s web site at www.sec.gov. As well as, traders and shareholders will be capable of receive free copies of the registration assertion, proxy assertion/prospectus, administration proxy round and different paperwork which will probably 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 of 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 [email protected]
You might also learn and duplicate any reviews, 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 through which 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 via 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 shouldn’t be a solicitation of proxies in reference to the transaction. Nevertheless, below SEC guidelines, CP, KCS, and sure of their respective administrators and govt officers could also be deemed to be individuals 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 Type 10-Ok filed with the SEC and relevant securities regulators in Canada on February 18, 2021, out there 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 Type 10-Ok filed with the SEC on January 29, 2021, out there at www.sec.gov and www.investors.kcsouthern.com. These paperwork could be obtained freed from cost from the sources indicated above. Further data relating to the pursuits of such potential individuals within the solicitation of proxies in reference to the transaction will probably 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 change into out there.
SOURCE Canadian Pacific