Kansas City Southern Terminates CP Merger Deal, But Reaches Merger Agreement With CN

(RTTNews) - Kansas City Southern (KSU) or KCS said it has terminated its merger agreement with Canadian Pacific Railway Limited (CP, CP.TO) and entered into a merger agreement with Canadian National Railway Co. (CNI, CNR.TO).

The move comes after Kansas City Southern determined that the acquisition proposal KCS received from Canadian National Railway Company on May 13, 2021 continues to constitute a "Company Superior Proposal" under KCS's pending merger agreement with Canadian Pacific Railway Limited or "CP".

As per the terms of the CN merger agreement, each share of KCS common stock will be exchanged for $200 in cash and 1.129 shares of CN common stock.

In connection with the termination of the CP merger agreement, KCS paid CP a breakup fee of $700 million, which will be reimbursed by CN. KCS will be obligated to refund this amount under certain limited circumstances, including if KCS terminates the CN merger agreement to accept a superior proposal.