CP to acquire Kansas City Southern in US$31B deal after CN drops bid

CN Rail locomotives are moved on tracks past cargo containers sitting on idle train cars at port in Vancouver, on Friday, February 21, 2020. Canadian National Railway Co. says it is dropping its takeover offer for Kansas City Southern. THE CANADIAN PRESS/Darryl Dyck

MONTREAL - The battle between rival Canadian railways over Kansas City Southern is over.

Canadian Pacific Railway Ltd. said Wednesday it has reached a deal to acquire KCS for approximately US$31 billion, after Canadian National Railway Co. dropped its rival takeover offer for the U.S. railway.

The news came after KCS on Sunday ruled the bid by CP Rail was a superior proposal to its deal with CN.

CP Rail said the merger will create the first U.S.-Mexico-Canada rail network.

"(The merger) will deliver dramatically expanded market reach for CP and KCS customers, provide new competitive transportation options, and support North American economic growth," CP chief executive Keith Creel said in a statement.

CP Rail has said customers will not experience a reduction in railroad choice as a result of the transaction and has pledged to keeping all existing freight rail gateways open on "commercially reasonable terms."

Following final regulatory approval, Creel will serve as CEO of the combined company. The combined entity will be named Canadian Pacific Kansas City (CPKC).

Calgary — currently the headquarters of CP Rail — will be the global headquarters of CPKC, and Kansas City, Mo., will be the U.S. headquarters. The Mexican headquarters will remain in Mexico City and Monterrey. CP Rail’s U.S. headquarters in Minneapolis-St. Paul will also remain an important base of operations, the company said.

CP Rail's offer, which includes the assumption of US$3.8 billion of outstanding KCS debt, values KCS at US$300 per share. Following the closing into a voting trust, common shareholders of KCS will receive 2.884 CP Rail shares and US$90 in cash for each KCS common share held. Preferred shareholders will receive US$37.50 in cash for each KCS preferred share held.

CP Rail said the deal will be accretive to its earnings in the first year. To fund the stock consideration of the merger, it will issue 262 million new shares. The cash portion will be funded through a combination of cash-on-hand and debt.

Montreal-based CN was dealt a setback last month when the U.S. Surface Transportation Board denied the company's use of a voting trust for its own bid for KCS, saying it would be bad for competition.

The trust would have allowed KCS shareholders to be paid before the U.S. regulator completed its review of the proposed takeover.

CP Rail, which is smaller and has a more limited presence in the U.S., already has approval for a voting trust.

Under its agreement with KCS, CN said the U.S. railway will pay a US$700-million company termination fee as well as US$700 million that CN paid when KCS broke its initial deal with CP Rail to accept CN's offer.

Companies in this story: (TSX:CNR, TSX:CP)

Note to readers: This is a corrected story. An earlier version cited a CP release that incorrectly said 44.5 million new shares would be issued.

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