Kansas City Southern shareholders to vote on CN's US$33.6-billion offer on Aug. 19

CN Rail locomotives are moved on tracks past cargo containers sitting on idle train cars at port in Vancouver, on Friday, February 21, 2020. (THE CANADIAN PRESS/Darryl Dyck)

KANSAS CITY, Mo. -

Kansas City Southern says its shareholders will vote on the US$33.6-billion takeover offer from Canadian National Railway Co. next month.

The U.S. railway says a virtual meeting will be held Aug. 19 with all common and non-cumulative preferred stockholders as of July 1 eligible to vote.

If approved by a majority of KCS outstanding voting shares and a key voting trust is sanctioned by the U.S. Surface Transportation Board, each common shareholder will receive US$200 in cash and 1.129 shares of CN stock, together valued at US$325, for each KCS stock.

Preferred stockholders will receive US$37.50 cash for each share.

The deal also includes about US$3.8 billion in KCS debt and CN will pay a US$700-million break fee owed to Canadian Pacific Railway Ltd. which had negotiated an earlier deal to buy KCS.

CN has also agreed to pay KCS US$1 billion if the voting trust is not approved.

"We are thrilled to be taking this important next step and giving KCS stockholders the opportunity to vote on the creation of the premier railway for the 21st Century," CN chief executive JJ Ruest said.

The voting trust will allow KCS to remain independent and protect its financial health while a full review of the transaction is conducted, but allow shareholders to be paid without having to wait for a final decision on the deal.

This report by The Canadian Press was first published July 8, 2021.