ITEM 8.01. Other Events.
On April 6, 2021, Canadian Pacific Railway Limited and Kansas City Southern
issued a joint press release. A copy of this press release is attached 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
99.1 Joint Press Release dated April 6, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT
CP will file with the U.S. Securities and Exchange Commission (SEC) a
registration statement on Form F-4, which will include a proxy statement of KCS
that also constitutes a prospectus of CP, and any other documents in connection
with the transaction. The definitive proxy statement/prospectus will be sent to
the shareholders of KCS. CP will also file a management proxy circular in
connection with the transaction with applicable securities regulators in Canada
and the management proxy circular will be sent to CP shareholders. INVESTORS AND
SHAREHOLDERS OF KCS AND CP ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND
MANAGEMENT PROXY CIRCULAR, AS APPLICABLE, AND ANY OTHER DOCUMENTS FILED OR TO BE
FILED WITH THE SEC OR APPLICABLE SECURITIES REGULATORS IN CANADA IN CONNECTION
WITH THE TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT KCS, CP, THE TRANSACTION AND RELATED MATTERS. The registration
statement and proxy statement/prospectus and other documents filed by CP and KCS
with the SEC, when filed, will be available free of charge at the SEC's website
at www.sec.gov. In addition, investors and shareholders will be able to obtain
free copies of the registration statement, proxy statement/prospectus,
management proxy circular and other documents which will be filed with the SEC
and applicable securities regulators in Canada by CP online at investor.cpr.ca
and www.sedar.com, upon written request delivered to CP at 7550 Ogden Dale Road
S.E., Calgary, Alberta, T2C 4X9, Attention: Office of the Corporate Secretary,
or by calling CP at 1-403-319-7000, and will be able to obtain free copies of
the proxy statement/prospectus and other documents filed with the SEC by KCS
online at http://www.investors.kcsouthern.com, upon written request delivered to
KCS at 427 West 12th Street, Kansas City, Missouri 64105, Attention: Corporate
Secretary, or by calling KCS's Corporate Secretary's Office by telephone at
1-888-800-3690 or by email at corpsec@kcsouthern.com.
You may also read and copy any reports, statements and other information filed
by KCS and CP with the SEC at the SEC public reference room at 100 F Street
N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-732-0330
or visit the SEC's website for further information on its public reference room.
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.
PARTICIPANTS IN THE SOLICITATION OF PROXIES
This communication is not a solicitation of proxies in connection with the
transaction. However, under SEC rules, CP, KCS, and certain of their respective
directors and executive officers may be deemed to be participants in the
solicitation of proxies in connection with the transaction. Information about
CP's directors and executive officers may be found in its 2021 Management Proxy
Circular, dated March 10, 2021, as well as its 2020 Annual Report on Form 10-K
filed with the SEC and applicable securities regulators in Canada on
February 18, 2021, available on its website at investor.cpr.ca and at
www.sedar.com and www.sec.gov. Information about KCS's directors and executive
officers may be found on its website at www.kcsouthern.com and in its 2020
Annual Report on Form 10-K filed with the SEC on January 29, 2021, available at
www.investors.kcsouthern.com and www.sec.gov. These documents can be obtained
free of charge from the sources indicated above. Additional information
regarding the interests of such potential participants in the solicitation of
proxies in connection with the transaction will be included in the proxy
statement/prospectus and management proxy circular and other relevant materials
filed with the SEC and applicable securities regulators in Canada when they
become available.
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