Kansas City Missouri USA - Kansas City Southern (KCS) today announced that its Board of Directors has unanimously determined, after consultation with the Company's outside legal and financial advisors, that the unsolicited proposal received from Canadian Pacific Railway Limited (CP) on 31 Aug 2021 to acquire KCS in a cash and stock transaction valued by CP at US$300 per KCS share could reasonably be expected to lead to a Company Superior Proposal as defined in KCS's merger agreement with CN.
 
KCS intends to provide CP with non-public information and to engage in discussions and negotiations with CP with respect to CP's proposal, subject in each case to the requirements of the CN merger agreement.
 
KCS remains bound by the terms of the CN merger agreement, and KCS's Board has not determined that CP's proposal in fact constitutes a Company Superior Proposal as defined in the merger agreement with CN.
 
In addition, KCS notes that there can be no assurance that the discussions with CP will result in a transaction.
 
As previously announced on 21 May 2021 KCS entered into a merger agreement with CN, pursuant to which CN agreed to acquire KCS in a stock and cash transaction valued at US$325 per KCS share based on the CN and KCS closing prices on 12 May 2021.
 
BofA Securities and Morgan Stanley & Co. LLC are serving as financial advisors to KCS.
 
Wachtell, Lipton, Rosen & Katz, Baker & Miller PLLC, Davies Ward Phillips & Vineberg LLP, WilmerHale and White & Case, S.C. are serving as legal counsel to KCS.
 
Author unknown.