Supporters File Letters to the Floor Transportation Board, Cite Aggressive Advantages
Supporters Urge the STB to Assessment the Transaction Effectively to Understand Advantages to All Stakeholders
CALGARY, AB, Might 10, 2021 /PRNewswire/ – Canadian Pacific Railway Restricted (TSX: CP) (NYSE: CP) (“CP”) immediately introduced that one other 131 stakeholders filed statements with the Floor Transportation Board (“STB”) on Might, 8, 2021 in help of its deliberate, pleasant merger with Kansas Metropolis Southern (“KCS”), bringing the full to shut to 550 supporters throughout the transportation provide chain in North America.
The statements comply with earlier filings with the STB in help of the CP-KCS transaction and people opposing Canadian Nationwide’s counterbid for KCS. Prospects and different supporters acknowledged they count on the mixture of CP and KCS would, amongst different advantages, invigorate transportation competitors, develop entry to present and rising markets and supply new service choices that may enhance transit occasions and reliability alongside the Canada-U.S.-Mexico hall.
Final week, in a vital milestone for the regulatory approval strategy of the CP-KCS mixture, the STB authorised CP’s use of a voting belief for its proposed mixture with KCS. That ruling adopted one other favorable determination by the STB final month to overview the transaction below the waiver granted to KCS in 2001. In reaching this determination, the STB famous that the 2 firms as soon as mixed would stay the smallest of the Class 1 carriers.
CP is looking for approval from the STB for the mixture, which additionally stays topic to the approvals of CP and KCS shareholders and different customary closing circumstances. The STB overview is anticipated to be accomplished by the center of 2022.
For extra data on the transaction and the advantages it’s anticipated to deliver to the total vary of stakeholders, go to FutureForFreight.com.
FORWARD-LOOKING STATEMENTS AND INFORMATION
This information launch contains sure forward-looking statements and ahead wanting data (collectively, FLI). FLI is usually recognized by phrases similar to “anticipate”, “count on”, “mission”, “estimate”, “forecast”, “plan”, “intend”, “goal”, “imagine”, “doubtless” and related phrases suggesting future outcomes or statements concerning an outlook. All statements apart from statements of historic reality could also be FLI.
Though we imagine that the FLI is affordable based mostly on the data out there immediately and processes used to arrange it, such statements are usually not ensures of future efficiency and you might be cautioned towards inserting 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 recognized 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 danger; 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 focus 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 beneficial phrases or in any respect; price of debt and fairness capital; the pending share break up of CP’s issued and excellent widespread shares; potential adjustments within the CP share worth which can negatively impression 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 similar to climate circumstances and bug populations; the availability and worth of vitality 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; trade 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 sorts 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; forex 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 help; regulatory and legislative choices and actions; the adversarial impression 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, similar 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, conflict or different acts of violence or crime or danger of such actions; insurance coverage protection limitations; materials adversarial adjustments in financial and trade circumstances, together with the provision of quick 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 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 will not be exhaustive and is made as of the date hereof. Extra details about these and different assumptions, dangers and uncertainties will be present in stories 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 impression of anybody assumption, danger 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 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 companies, 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 Alternate Fee (SEC) a registration assertion on Kind 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, buyers and shareholders will be capable to 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 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 Avenue, 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 electronic mail at [email protected].
You might also learn and duplicate any stories, statements and different data filed by KCS and CP with the SEC on the SEC public reference room at 100 F Avenue 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 during which such provide, solicitation or sale could 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 the use 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 will not 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 Kind 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 Kind 10-Ok filed with the SEC on January 29, 2021, out there at www.sec.gov and www.investors.kcsouthern.com. These paperwork will be obtained freed from cost from the sources indicated above. Extra data concerning 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 turn into out there.
SOURCE Canadian Pacific