member, new hampshire timberland owners association
Moderator: Jeff Smith
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.
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.
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/
Shortline614 wrote: ↑Thu Jun 10, 2021 2:25 pm Well this is just bizarre...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 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.
Pensyfan19 wrote: ↑Sat May 15, 2021 4:19 pm Anyone else seeing a lot of ads for this?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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