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Kansas City Southern confirms receipt of unsolicited proposal from Canadian Pacific Railway

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Kansas City Southern confirms receipt of unsolicited proposal from Canadian Pacific Railway

September 01, 2021 - 12:18
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KANSAS CITY, MO, Sept. 1, 2021 (Press Release) -Kansas City Southern (“KCS”) today announced that it has received an unsolicited proposal from Canadian Pacific Railway Limited ("CP") reaffirming its interest in acquiring KCS.

In its proposal, CP reiterated identical terms to the proposal made on August 10, 2021, whereby holders of KCS common stock would receive 2.884 CP common shares and $90 in cash for each share of KCS common stock held. In addition, CP reiterated that holders of KCS preferred stock would receive $37.50 in cash for each share of KCS preferred stock held.

On May 21, 2021, KCS announced that it had entered into a definitive agreement with, pursuant to which CN agreed to acquire KCS in a stock and cash transaction valued at $325 per KCS share based on the CN and KCS closing prices on May 12, 2021. The transaction is subject to customary closing conditions including receipt of regulatory approvals and the approval of KCS stockholders.

The KCS Board of Directors will evaluate CP’s proposal in accordance with the terms of KCS’ merger agreement with CN and respond in due course.

BofA Securities and Morgan Stanley & Co. LLC are serving as financial advisors to Kansas City Southern. Wachtell, Lipton, Rosen & Katz, Baker & Miller PLLC, Davies Ward Phillips & Vineberg LLP, WilmerHale, and White & Case, S.C. are serving as legal counsel to Kansas City Southern.

About Kansas City Southern

Headquartered in Kansas City, Mo., Kansas City Southern (KCS) is a transportation holding company that has railroad investments in the U.S., Mexico and Panama. Its primary U.S. holding is The Kansas City Southern Railway Company, serving the central and south central U.S. Its international holdings include Kansas City 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 percent interest in Panama Canal Railway Company, providing ocean-to-ocean freight and passenger service along the Panama Canal. KCS' North American rail holdings and strategic alliances with other North American rail partners are primary components of a unique railway system, linking the commercial and industrial centers of the U.S., Mexico and Canada.