Exhibit 99.1
Kansas City Southern Stockholders Approve Merger With CP
KANSAS CITY, Mo.—(BUSINESS WIRE)—Kansas City Southern (NYSE: KSU) (“KCS”) announced that the Company’s stockholders have voted to approve the previously announced combination with Canadian Pacific Railway Limited (TSX: CP) (NYSE: CP) (“CP”) at today’s virtual Special Meeting of Stockholders (“Special Meeting”). Of the 64.5 million shares voting at the Special Meeting, approximately 99.6% were cast in favor of the adoption of the proposed merger agreement.
The transaction is expected to close on Tuesday, December 14, 2021. KCS stockholders will receive $90 in cash and 2.884 CP shares for each KCS common share held and $37.50 in cash for each KCS preferred share held. Immediately upon close, ownership of KCS will be held in a voting trust pending the Surface Transportation Board’s review and approval of CP’s proposed control of KCS, which is expected to occur in the fourth quarter of 2022.
On December 8, CP’s stockholders voted to approve the issuance of the CP common shares to KCS stockholders in connection with the proposed merger.
For information on the benefits of a CP-KCS combination, visit FutureForFreight.com.
FORWARD LOOKING STATEMENTS AND INFORMATION
This news release includes certain forward looking statements and forward looking information (collectively, “FLI”) to provide CP and KCS stockholders and potential investors with information about CP, KCS and their respective subsidiaries and affiliates, including each company’s management’s respective assessment of CP, KCS and their respective subsidiaries’ future plans and operations, which FLI may not be appropriate for other purposes. FLI is typically identified by words such as “anticipate”, “expect”, “project”, “estimate”, “forecast”, “plan”, “intend”, “will”, “target”, “believe”, “likely” and similar words suggesting future outcomes or statements regarding an outlook. All statements other than statements of historical fact may be FLI.
Although we believe that the FLI is reasonable based on the information available today and processes used to prepare it, such statements are not guarantees of future performance and you are cautioned against placing undue reliance on FLI. By its nature, FLI involves a variety of assumptions, which are based upon factors that may be difficult to predict and that may involve known and unknown risks and uncertainties and other factors which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by these FLI, including, but not limited to, the following: the timing and completion of the transaction; the realization of anticipated benefits and synergies of the transaction and the timing thereof; the success of integration plans; the focus of management time and attention on the transaction and other disruptions arising from the transaction; changes in business strategy and strategic opportunities; estimated future dividends; financial strength and flexibility; debt and equity market conditions, including the ability to access capital markets on favourable terms or at all; cost of debt and equity capital; potential changes in the CP share price which may negatively impact the value of consideration offered to KCS stockholders; the ability of management of CP, its subsidiaries and affiliates to execute key priorities, including those in connection with the transaction; general Canadian, U.S., Mexican and global social, economic, political, credit and business conditions; risks associated with agricultural production such as weather conditions and insect populations; the availability and price of energy commodities; the effects of competition and pricing pressures, including competition from other rail carriers, trucking companies and maritime shippers in