Shareholders of Canadian Pacific Railway & Kansas City Southern Railroad Approve Proposed Combination

Today (12-10-21), the Canadian Pacific Railway Ltd. (CP) moved one step closer in completing their proposed combination with the Kansas City Southern Railroad (KCS), welcoming the results of a vote by KCS stockholders in strong support of the proposed CP-KCS combination. CP shareholders voted in favor of the combination during a special meeting on Wednesday, December 8, 2021. The transaction is expected to close into trust on Dec. 14, 2021.

At the closing into trust, KCS common stockholders will receive 2.884 CP common shares and $90 in cash for each share of KCS common stock held and KCS preferred stockholders will receive $37.50 in cash for each share of KCS preferred stock held; and, following completion of certain transactional steps, all shares of capital stock of the successor to KCS will be placed into trust.

CP control of KCS remains subject to the approval of the Surface Transportation Board (STB). On November 23, 2021, the STB formally accepted the CP-KCS control application and issued a procedural schedule. The STB’s review is expected to be completed in the fourth quarter of 2022.

CP President and Chief Executive Officer said in statement accompanying the news release, “This week, shareholders of both CP and KCS overwhelmingly supported this transformative proposal to create the first U.S.-Mexico-Canada rail network. With strong shareholder support, we are excited to complete the steps required to close the CP-KCS transaction into the voting trust, a critical milestone in the journey to make Canadian Pacific Kansas City a reality.”