Kansas City Southern Accepts Canadian Pacific Merger Agreement


Kansas City Southern Wednesday announced the termination of a merger agreement with Canadian National Railway. KCS has entered a merger agreement with Canadian Pacific Railway, presumably ending the bidding war for KCS. Kansas City Southern determined the proposal from Canadian Pacific continues to demonstrate a “Company Superior Proposal” under the pending agreement with Canadian National. Upon closing of Canadian Pacific’s voting trust, each share of KCS common stock will be exchanged for $90 in cash and 2.8 shares of CP common stock. Closing will be subject to approval by the stockholders of Canadian Pacific and KCS and regulatory approvals. In connection with the termination of the Canadian National merger agreement, KCS is paying CN a breakup fee of $700 million. Kansas City Southern will also return an additional $700 million Canadian National paid to KCS. Kansas City Southern will schedule a new Special Meeting of Stockholders for KCS stockholders to vote on the CP merger agreement.