Skip to main content

CN drops bid for Kansas City Southern; CP to acquire U.S. railway in US$31B deal

The Kansas City Southern logo on a restored 1954 Kansas City Southern passenger locomotive at Union Station in Kansas City, Mo., on Nov. 5, 2004. (Norman Ng / The Kansas City Star via AP) The Kansas City Southern logo on a restored 1954 Kansas City Southern passenger locomotive at Union Station in Kansas City, Mo., on Nov. 5, 2004. (Norman Ng / The Kansas City Star via AP)
Share
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 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.

Correction

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

CTVNews.ca Top Stories

Local Spotlight

N.B. man wins $64 million from Lotto 6/49

A New Brunswicker will go to bed Thursday night much richer than he was Wednesday after collecting on a winning lottery ticket he let sit on his bedroom dresser for nearly a year.

Record-setting pop tab collection for Ontario boy

It started small with a little pop tab collection to simply raise some money for charity and help someone — but it didn’t take long for word to get out that 10-year-old Jace Weber from Mildmay, Ont. was quickly building up a large supply of aluminum pop tabs.

Stay Connected