• CANADIAN NATIONAL ENTERS BIDDING WAR WITH CANADIAN PACIFIC FOR KANSAS CITY SOUTHERN

  • For topics on Class I and II passenger and freight operations more general in nature and not specifically related to a specific railroad with its own forum.
For topics on Class I and II passenger and freight operations more general in nature and not specifically related to a specific railroad with its own forum.

Moderator: Jeff Smith

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  by wally
 
JayBee wrote: Fri May 28, 2021 9:00 am The CN agreement to buy Pan Am was just sent back to CSX as incomplete, among the mentioned issues was a lack of projections for traffic growth, plus the effect on NS.
sounds like you've mixed your mergers together.
  by justalurker66
 
The STB wants additional documentation from CN and KCS and they want the documents by Monday, June 14th. Others will have until June 28th to comment on the proposed Voting Trust then CN/KCS will have until July 6th to reply to those comments.
As the Board explained in Decision No. 3, in adopting the new rule in Major Rail Consolidation Procedures, 5 S.T.B. 539 (2001), the Board called for a more cautious approach to proposed voting trusts in transactions subject to the modified requirements for approval established at 49 C.F.R. § 1180.4(b)(4)(iv). See Decision No. 3, FD 36514, slip op. at 6-7. Consistent with that more cautious approach contemplated by the new rule, and to inform public comments, Applicants are directed to file the following documents by June 14, 2021:

* The written opinions of the financial advisors referenced in Section 4.16 of the Merger Agreement. (See Applicants’ May 26 Motion, Ex. 8.)
* The Debt Commitment Letters referenced in Section 4.17(a) of the Merger Agreement, including all exhibits and schedules. (See id. Ex. 8.)
* Section 5.1 of the Company Disclosure Schedules referenced in Section 5.1(a) of the Merger Agreement, together with any other section(s) of the Company Disclosure Schedules that pertain to the Company Capital Allocation Policy referenced in Section 5.1(a) of the Merger Agreement and/or the “[KCS] pre-existing capital allocation policy” referenced in Applicants’ May 26 Motion. (See id. at 9 n.14; id. Ex. 3 at 14-15; id. Ex. 8.)

Pursuant to 49 C.F.R. § 1180.4(b)(4)(iv), the Board will establish a brief comment period. In setting the comment period, the Board has considered the scope and complexity of the issues presented by Applicants’ May 26 Motion and included a five-day period for Applicants to submit the requested documents. Comments on the proposed use of a voting trust in this transaction will be due on June 28, 2021, and Applicants’ reply will be due on July 6, 2021.
  by Gilbert B Norman
 
In this discussion we have thrown the term voting trust around a lot, but let's be honest, you have to be a rather sophisticated investor to know what that term means.

So let's look to Investopedia for a little assistance:

https://www.investopedia.com/terms/v/votingtrust.asp

Fair Use:
A voting trust is a legal trust created to combine the voting power of shareholders by temporarily transferring their shares to the trustee. In exchange for their shares, shareholders receive certificates indicating they are beneficiaries of the trust. The trustee is often obligated to vote in accord with the wishes of these participating shareholders.
  by justalurker66
 
Except in this case the Voting Trust is specifically worded to prevent the trustee from being controlled by the parent company. The Voting Trust must prevent control from being transferred to CN before the STB approves the transfer of control to CN.

The STB approved CP's Voting Trust under the pre-2001 rules. The current rules are more stringent with the filing schedule as shown in my previous post.
  by Shortline614
 
Well this is just bizarre...

From Trains Magazine:
Canadian Pacific’s campaign against Canadian National’s proposed acquisition of Kansas City Southern took a new turn today with a half-page ad in The Washington Post that featured an editorial cartoon-style illustration – complete with caricatures of the three railroads’ chief executives.
https://www.trains.com/trn/news-reviews ... cs-merger/

The cartoon is attached below. To be honest, I don't think it looks good at all. I assume this is targeting politicians rather than shippers who overwhelmingly support CN-KCS.
You do not have the required permissions to view the files attached to this post.
  by justalurker66
 
Shortline614 wrote: Thu Jun 10, 2021 2:25 pm Well this is just bizarre...

The cartoon is attached below. To be honest, I don't think it looks good at all. I assume this is targeting politicians rather than shippers who overwhelmingly support CN-KCS.
I'm not sure who CP wants to speak up. They made a STB filing a few days ago containing 131 letters from shippers who do NOT support the voting trust.

The first approval CP needs is from KCS. The STB has not dismissed CP's application yet (although it now lacks a merger agreement with KCS). CP feels that CN interfered with their purchase of KCS and is now "returning the favor" by interfering in the CN merger with KCS.

Of course, they both have a right to express their opinion about each other. Publicly. Get the popcorn, this could be entertaining!
  by pudgym29
 
Pensyfan19 wrote: Sat May 15, 2021 4:19 pm Anyone else seeing a lot of ads for this?
[image snipped to save bandwidth]
Yes. Now it makes sense. I have completely missed this entire merger manuever. One afternoon about this date I was waiting for a westbound CTA route #66 Chicago bus at the Blue Line "L"(subway) station, and on the big screen advertisement board which typically displays train arrival times, just after one displaying the correct ways to wear a face mask, an ad for Canadian National Rwy. appeared.
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