ITEM 8.01 Other Events.
On August 10, 2021, Canadian Pacific Railway Limited ("CP") issued a press
release announcing that it has delivered to the board of directors (the "KCS
Board") of Kansas City Southern ("KCS") an offer to acquire all outstanding
shares of KCS common stock for 2.884 CP common shares and $90 in cash for each
share of KCS common stock. A copy of this press release, which includes a copy
of the offer letter to the KCS Board, is attached hereto as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Exhibit Description
Exhibit 99.1 Press release issued August 10, 2021 by Canadian Pacific Railway
Limited.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
Forward-Looking Statements and Information
This communication may include certain forward-looking statements and forward
looking information (collectively, FLI). FLI is typically identified by words
such as "anticipate", "expect", "project", "estimate", "forecast", "plan",
"intend", "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 any such 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 such FLI, including, but not limited to, the following:
changes in business strategies 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; the ability of management of CP, its subsidiaries and affiliates to
execute key priorities; general North American 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 Canada and the U.S.; North American and global economic
growth; industry capacity; shifts in market demand; changes in commodity prices
and commodity demand; uncertainty surrounding timing and volumes of commodities
being shipped via CP; inflation; geopolitical instability; changes in laws,
regulations and government policies, including regulation of rates; changes in
taxes and tax rates; potential increases in maintenance and operating costs;
changes in fuel prices; disruption in fuel supplies; uncertainties of
investigations, proceedings or other types of claims and litigation; compliance
with environmental regulations; labour disputes; changes in labour costs and
labour difficulties; risks and liabilities arising from derailments;
transportation of dangerous goods; timing of completion of capital and
maintenance projects; sufficiency of CP's budgeted capital expenditures in
carrying out CP's business plan; services and infrastructure; the satisfaction
by third parties of their obligations to CP; currency and interest rate
fluctuations; exchange rates; effects of changes in market conditions and
discount rates on the financial position of pension plans and investments; trade
restrictions or other changes to international trade arrangements; the effects
of current and future multinational trade agreements on the level of trade among
Canada and the U.S.; climate change and the market and regulatory responses to
climate change; anticipated in-service dates; success of hedging activities;
operational performance and reliability; regulatory and legislative decisions
and actions; public opinion; various events that could disrupt operations,
including severe weather, such as droughts, floods, avalanches and earthquakes,
and cybersecurity attacks, as well as security threats and governmental response
to them, and technological changes; acts of terrorism, war or other acts of
violence or crime or risk of such activities; insurance coverage limitations;
and the pandemic created by the outbreak of COVID-19 and resulting effects on
CP's business, operating results, cash flows and/or financial condition, as well
as resulting effects on economic conditions, the demand environment for
logistics requirements and energy prices, restrictions imposed by public health
authorities or governments, fiscal and monetary policy responses by governments
and financial institutions, and disruptions to global supply chains.
We caution that the foregoing list of factors is not exhaustive and is made as
of the date hereof. Additional information about these and other assumptions,
risks and uncertainties can be found in reports and filings by CP with Canadian
and U.S. securities regulators. Reference should be made to "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Forward-Looking Statements" in
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CP's annual and interim reports on Form 10-K and 10-Q. Due to the
interdependencies and correlation of these factors, as well as other factors,
the impact of any one assumption, risk or uncertainty on FLI cannot be
determined with certainty.
Except to the extent required by law, we assume no obligation to publicly update
or revise any FLI, whether as a result of new information, future events or
otherwise. Any FLI in this communication is expressly qualified in its entirety
by these cautionary statements.
Additional Information and Where to Find It
CP has filed a definitive proxy statement with the Securities and Exchange
Commission ("SEC") to be used to solicit votes of the stockholders of KCS,
against the proposal to adopt the Agreement and Plan of Merger, dated as of
May 21, 2021 (the "CN Merger Agreement"), by and among Canadian National Railway
Company, a Canadian corporation ("CN"), Brooklyn Merger Sub, Inc., a Delaware
corporation and a direct wholly owned subsidiary of CN, and KCS. Additionally,
in furtherance of CP's proposed transaction with KCS and subject to future
developments, CP (and, if a negotiated transaction is agreed, KCS) may file one
or more proxy statements, registration statements, prospectuses or other
documents with the SEC or applicable securities regulators in Canada. This
communication is not a substitute for any proxy statement, registration
statement, prospectus or other document CP and/or KCS may file with the SEC or
applicable securities regulators in Canada in connection with the proposed
transaction.
INVESTORS AND STOCKOLDERS OF KCS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT, ALONG WITH ANY FUTURE PROXY STATEMENT(S) AND OTHER PROXY MATERIALS,
REGISTRATION STATEMENT(S), PROSPECTUS(ES) AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC OR APPLICABLE SECURITIES REGULATORS IN CANADA CAREFULLY IN THEIR
ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT KCS, CP, THE TRANSACTIONS CONTEMPLATED BY THE CN MERGER
AGREEMENT, CP'S PROPOSED TRANSACTION WITH KCS AND RELATED MATTERS AND
DEVELOPMENTS. THE DEFINITIVE PROXY STATEMENT ALSO INCLUDES INFORMATION ABOUT THE
IDENTITY OF THE PARTICIPANTS IN CP'S PROXY SOLICITATION AND A DESCRIPTION OF
THEIR DIRECT OR INDIRECT INTERESTS THEREIN.
THE DEFINITIVE PROXY STATEMENT AND OTHER MATERIALS FILED WITH THE SEC ARE
AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT WWW.SEC.GOV. IN ADDITION,
INVESTORS AND STOCKHOLDERS MAY OBTAIN FREE COPIES OF THE DEFINITIVE PROXY
STATEMENT AND OTHER MATERIALS FILED WITH THE SEC ONLINE AT INVESTOR.CPR.CA, OR
UPON REQUEST TO CP'S PROXY SOLICITOR, INNISFREE M&A INCORPORATED, AT (212)
750-5833 OR TOLL-FREE AT (877) 456-3442.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to appropriate registration or qualification under the securities laws of such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of
1933, as amended.
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