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OMAHA, Neb. (AP) – After initially derailing this spring, the $ 31 billion acquisition of the Kansas City Southern Railroad by Canadian Pacific Railway is once again on track to move forward after Canadian National withdrawn from the bidding war on Wednesday.
The deal could still be subject to scrutiny by regulators at the federal Surface Transportation Board, which has not approved any major railroad mergers since the 1990s, but KCS shareholders will be paid a fee. time the shareholders of both companies and Mexican regulators approve it regardless of what the STB ultimately decides.
The $ 31 billion deal includes 2.884 CP shares and $ 90 in cash for each shareholder and the assumption of approximately $ 3.8 billion in debt.
” We are pleased. We are tickled to death, ”said CP President and CEO Keith Creel. “It’s been a long journey. No boring times obviously, but he came to a conclusion where we had planned it at first and thought it would eventually end. And we think it’s in a very good place to. Canadian Pacific and KCS and all the stakeholders we serve, and we’re excited about this and ready to get down to business.
Canadian Pacific has triumphed in the bidding war even though it offered less than Canadian National’s $ 33.6 billion bid because federal regulators did not let CN create a trust with rights vote to acquire and hold Kansas City Southern during its extended review. Canadian National will receive $ 1.4 billion in severance fees for its troubles in the deal that has taken place since CP and KCS first announced their merger deal in March. CP will reimburse KCS for these breach charges under the terms of their agreement.
Canadian National CEO JJ Ruest said his railroad will focus on “profitable growth and opportunities for excellence” in its operations. CN had come under pressure in recent weeks from a major investor to abandon the deal and focus on its own performance.
London-based TCI fund, which owns around 5% of CN’s shares, has already announced plans to call a special meeting to appoint four new directors who would help choose a new CEO for the railroad. A TCI spokesperson said Wednesday the fund had no immediate comment on CN’s decision.
Shares of all three railroads were higher after Wednesday’s announcements, with CN posting the biggest gains, with shares rising nearly 4% at noon. The other two rails show more modest gains of around 1%.
For more than two decades, the rail industry has been stable, with two railroads in the western United States – BNSF and Union Pacific – two in the eastern United States – CSX and Norfolk Southern – Kansas City Southern in the Midwest and the two Canadian railways that serve part of the United States. Regulators have said any merger involving two of the largest railroads generally must increase competition and serve the public interest to be approved.
The only deal involving any of these major railroads to go through since the 1990s was when Warren Buffett’s Berkshire Hathaway bought BNSF in 2010, but that deal has come under less scrutiny because it doesn’t it was not a merger of two of the major railways.
Creel said he expects the STB to work to protect competition and the public interest when considering CP’s acquisition of Kansas City Southern, but he believes the deal will meet easily meet these standards as there is little overlap between the two railways and many potential benefits. The two railways plan to generate at least $ 1 billion in synergies, mainly by increasing their revenues while keeping all their existing connections open with other railways.
“I don’t expect any regulatory issues to get this deal approved,” Creel said.
Kansas City Southern was an attractive acquisition target as it was the smallest of the major railroads and the only one with direct lines to Mexico. The United States have all signed on. KCS President and CEO Patrick J. Ottensmeyer said the agreement “will benefit KCS and our employees by allowing us to be part of a growing continental, truly North American company.”
The new railroad will also be well positioned to take advantage of companies that decide to move some of their manufacturing closer to their end markets in North America instead of depending so heavily on global suppliers.
“Railways are an essential part of the backbone of supply chains. and it will be a very unique franchise to drive some of these investment decisions, ”said Ottensmeyer.
Executives of the two railroads do not expect this deal to lead to further consolidation in the industry in part because the Canadian Pacific-Kansas City Combined Railway will always be the smaller of the major railroads. , although it will include around 20,000 miles of track and employ around 20,000 people.
“We will uniquely create a historic network across the three countries that will not be replicated,” Creel said. “I think that stabilizes the network. It creates competition west of the Mississippi, east of the Mississippi and Canada. This puts us on a level playing field. “
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