Kansas City Southern (NYSE:KSU) ("KCS") today announced that it has received an unsolicited proposal from Canadian Pacific Railway Limited (TSX:CP) (NYSE:CP) ("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 CN (TSX:CNR, NYSE:CNI), 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.