Canadian Pacific Receives Voting Trust Approval from Surface Transportation Board, Advancing Agreement for CP-KCS Combination

Canadian Pacific Railway Limited (“CP”) thanks the Surface Transportation Board (“STB”) for its approval today of a voting trust for its planned, friendly merger with Kansas City Southern (“KCS”).

“Following this critical milestone, we are proceeding full steam ahead to complete this historic combination, creating the first truly North American single line railroad,” said CP President and Chief Executive Officer Keith Creel. “We are continuing to prepare our formal merger application and proxy filing for a shareholder vote in the near future.”

In order to close into voting trust, the transaction requires approval from shareholders of both companies along with satisfaction of customary closing conditions. CP would then acquire KCS shares and place them into the voting trust, at which point KCS shareholders will receive their consideration.

KCS management and Board of Directors will continue to steward the company while it is in trust, pursuing KCS’ independent business plan and growth strategies while the merger undergoes regulatory review. David Starling, former CEO of KCS, has been appointed trustee for the voting trust.

On March 21, 2021, CP and KCS entered into a merger agreement under which CP has agreed to acquire KCS for $29 billion in cash and stock.

The STB last month affirmed it will review the CP-KCS combination under the waiver granted to KCS in 2001 to exempt it from new merger rules which the STB implemented that year. In reaching this decision, the STB noted that the two companies once combined would remain the smallest of the Class 1 carriers.

Today’s STB decision repeatedly noted that the Board’s grant of formal approval for the CP voting trust was “based solely upon the specific facts” of the CP/KCS transaction and  was under the pre-2001 regulations applicable to the CP/KCS transaction rather than the post-2001 regulations, which adopt a “much more cautious approach to future voting trusts.” The decision made clear that when reviewing a voting trust under the 2001 rules, the STB has “plenary authority” and an obligation to review a variety of factors in determining whether use of a trust, in the context of a specific proposed transaction, would be “consistent with the public interest.”

For more information on the transaction and the benefits it is expected to bring to the full range of stakeholders, visit FutureForFreight.com.

About Canadian Pacific

Canadian Pacific is a transcontinental railway in Canada and the United States with direct links to major ports on the west and east coasts. CP provides North American customers a competitive rail service with access to key markets in every corner of the globe. CP is growing with its customers, offering a suite of freight transportation services, logistics solutions and supply chain expertise. Visit cpr.ca to see the rail advantages of CP. CP-IR

About KCS

Headquartered in Kansas City, Mo., Kansas City Southern (KCS) (NYSE: KSU) is a transportation holding company that has railroad investments in the U.S., Mexico and Panama. Its primary U.S. holding is The Kansas City Southern Railway Company, serving the central and south central U.S. Its international holdings include Kansas City Southern de Mexico, S.A. de C.V., serving northeastern and central Mexico and the port cities of Lázaro Cárdenas, Tampico and Veracruz, and a 50 percent interest in Panama Canal Railway Company, providing ocean-to-ocean freight and passenger service along the Panama Canal. KCS’ North American rail holdings and strategic alliances are primary components of a railway network, linking the commercial and industrial centers of the U.S., Mexico and Canada. More information about KCS can be found at www.kcsouthern.com.

Source: Canadian Pacific Railway Limited