NORTH AMERICA: Canadian Pacific and Kansas City Southern shareholders have voted overwhelmingly in favour of the proposed merger between the two railways, allowing the transaction to move ahead.
Under the deal which was announced on September 15, CP agreed to acquire KCS in a stock and cash transaction valued at approximately US$31bn.
CP shareholders voted at a special meeting on December 8 to approve a special resolution authorising the issuance of up to 277 960 197 additional CP common shares, with a 99·91% vote in favour. These shares will be issued to KCS common stockholders to cover the share consideration element of the merger, giving them a stake of approximately 28% in the combined railway.
A second resolution approved by 99·83% an amendment to CP’s articles of incorporation, changing the railway’s name to Canadian Pacific Kansas City Ltd. This change would be contingent upon the formal approval of the merger by the US Surface Transportation Board.
‘The shareholder approvals today are a key step on our path to this once-in-a-lifetime partnership to create the first US-Mexico-Canada rail network’, said CP President & CEO Keith Creel. ‘The overwhelming support our shareholders have given today to the transaction is critical to making this combination a reality.’
KCS stockholders aproved the deal in a separate meeting on December 10. According to the railway, ‘of the 64·5 million shares voting at the special meeting, approximately 99·6% were cast in favor of the adoption of the proposed merger agreement.’
With both sets of shareholders approving the transaction, KCS can be transferred into a voting trust with effect from December 14. At that point, KCS stockholders would receive 2·884 CP shares and US$90 in cash for each KCS common share, or US$37·50 for each KCS preferred share.
KCS will continue to be managed independently whilst held in the voting trust, pending STB’s review of the merger application submitted on October 29. This is expected to be completed in the fourth quarter of 2022. The Mexican regulatory authorities approved the merger in November.
