CP and KCS merger receives required Mexican regulatory approvals

Canadian Pacific Railway Limited (“CP”) and Kansas City Southern (“KCS”) today announced that they have received the required regulatory pre-transaction control approvals from the Mexican Federal Economic Competition Commission (“COFECE”) and the Mexican Federal Telecommunications Institute (“IFT”) for the previously announced proposed combination of KCS and CP. 

“This important milestone marks the next step on our path to creating the first single-line rail network linking the U.S., Mexico and Canada,” said Keith Creel, CP President and Chief Executive Officer. “This historic combination will add capacity to the U.S. rail network, create new competitive transportation options, support North American economic growth, and deliver important benefits to customers, employees and the environment.”

“We are very excited to be working with CP to bring the benefits of this end-to-end combination to fruition,” said Patrick J. Ottensmeyer, President and Chief Executive Officer of KCS. “Together we will unlock the full potential of our networks to provide new single-line offerings and industry-best service that will dramatically expand competitive transportation options across North America.”

The transaction remains subject to satisfaction of customary closing conditions, including approval from stockholders of both companies. CP’s and KCS’ stockholders are scheduled to vote on the proposed transaction on Dec. 8 and 10, 2021, respectively. Provided the transaction is approved by CP and KCS stockholders, it is expected to close two business days later on Dec. 14.

On Sept. 30, 2021, the Surface Transportation Board (“STB”) confirmed that it has approved the use of a voting trust for the CP-KCS combination. In August 2021, the STB reaffirmed that the pre-2001 rules would govern its review of the CP-KCS transaction. In April 2021, the STB determined it would review the CP-KCS combination under the merger rules in existence prior to 2001 and the waiver granted to KCS in 2001 to exempt it from the 2001 merger rules. CP’s ultimate acquisition of control of KCS’ U.S. railways is subject to the approval of the STB.

The STB review of CP’s proposed control of KCS is expected to be completed in the fourth quarter of 2022.