Item 7.01 Regulation FD Disclosure.
A copy of the investor presentation used in connection with the investor
conference call referred to in Item 8.01 below is attached as Exhibit 99.1 and
incorporated by reference herein.
This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934 ("Exchange Act"), as amended, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as expressly stated by specific reference in such filing.
Item 8.01 Other Events.
As previously reported, on September 15, 2021, Canadian Pacific Railway Limited,
a Canadian corporation (the "Corporation") entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Kansas City Southern, a Delaware
corporation ("Kansas City Southern"), Cygnus Merger Sub 1 Corporation, a
Delaware corporation and a direct wholly owned subsidiary of the Corporation
("Surviving Merger Sub") and Cygnus Merger Sub 2 Corporation, a Delaware
corporation and a direct wholly owned subsidiary of Surviving Merger Sub. On
September 16, 2021, the Corporation and Kansas City Southern held a joint
investor conference call to discuss the announcement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Presentation Slides: Investor Presentation posted on
September 16, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* * *
FORWARD-LOOKING STATEMENTS AND INFORMATION
This current report includes certain forward looking statements and forward
looking information (collectively, FLI) to provide the Corporation's and Kansas
City Southern's shareholders and potential investors with information about the
Corporation, Kansas City Southern and their respective subsidiaries and
affiliates, including each company's management's respective assessment of the
Corporation, Kansas City Southern and their respective subsidiaries' future
plans and operations, which FLI may not be appropriate for other purposes. FLI
is typically identified by words such as "anticipate", "expect", "project",
"estimate", "forecast", "plan", "intend", "target", "believe", "likely" and
similar words suggesting future outcomes or statements regarding an outlook. All
statements other than statements of historical fact may be FLI.
Although we believe that the FLI is reasonable based on the information
available today and processes used to prepare it, such statements are not
guarantees of future performance and you are cautioned against placing undue
reliance on FLI. By its nature, FLI involves a variety of assumptions, which are
based upon factors that may be difficult to predict and that may involve known
and unknown risks and uncertainties and other factors which may cause actual
results, levels of activity and achievements to differ materially from those
expressed or implied by these FLI, including, but not limited to, the following:
the timing and completion of the transaction, including receipt of regulatory
and shareholder approvals and the satisfaction of other conditions precedent;
interloper risk; the realization of anticipated benefits and synergies of the
transaction and the timing thereof; the success of integration plans; the focus
of management time and attention on the transaction and other disruptions
arising from the transaction; changes in business strategy and strategic
opportunities; estimated future dividends; financial strength and flexibility;
debt and equity market conditions, including the ability to access capital
markets on favourable terms or at all; cost of debt and equity capital;
potential changes in the Corporation's share price which may negatively impact
the value of consideration offered to Kansas City Southern shareholders; the
ability of management of the Corporation, its subsidiaries and affiliates to
execute key priorities, including those in connection with the transaction;
general Canadian, U.S., Mexican and global social, economic, political, credit
and business conditions; risks associated with agricultural production such as
weather conditions and insect populations; the availability and price of energy
commodities; the effects of competition and pricing pressures, including
competition from other rail carriers, trucking companies and maritime shippers
in Canada, the U.S. and Mexico; North American and global economic growth;
industry capacity; shifts in market demand; changes in commodity prices and
commodity demand; uncertainty surrounding timing and volumes of commodities
being shipped; inflation; geopolitical instability; changes in laws, regulations
and government policies, including regulation of rates; changes in taxes and tax
rates; potential increases in maintenance and operating costs; changes
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in fuel prices; disruption in fuel supplies; uncertainties of investigations,
proceedings or other types of claims and litigation; compliance with
environmental regulations; labour disputes; changes in labour costs and labour
difficulties; risks and liabilities arising from derailments; transportation of
dangerous goods; timing of completion of capital and maintenance projects;
sufficiency of budgeted capital expenditures in carrying out business plans;
services and infrastructure; the satisfaction by third parties of their
obligations; currency and interest rate fluctuations; exchange rates; effects of
changes in market conditions and discount rates on the financial position of
pension plans and investments; trade restrictions or other changes to
international trade arrangements; the effects of current and future
multinational trade agreements on the level of trade among Canada, the U.S. and
Mexico; climate change and the market and regulatory responses to climate
change; anticipated in-service dates; success of hedging activities; operational
performance and reliability; customer, shareholder, regulatory and other
stakeholder approvals and support; regulatory and legislative decisions and
actions; the adverse impact of any termination or revocation by the Mexican
government of Kansas City Southern de Mexico, S.A. de C.V.'s Concession; public
opinion; various events that could disrupt operations, including severe weather,
such as droughts, floods, avalanches and earthquakes, and cybersecurity attacks,
as well as security threats and governmental response to them, and technological
changes; acts of terrorism, war or other acts of violence or crime or risk of
such activities; insurance coverage limitations; material adverse changes in
economic and industry conditions, including the availability of short and
long-term financing; and the pandemic created by the outbreak of COVID-19 and
its variants, and resulting effects on economic conditions, the demand
environment for logistics requirements and energy prices, restrictions imposed
by public health authorities or governments, fiscal and monetary policy
responses by governments and financial institutions, and disruptions to global
supply chains.
We caution that the foregoing list of factors is not exhaustive and is made as
of the date hereof. Additional information about these and other assumptions,
risks and uncertainties can be found in reports and filings by the Corporation
and Kansas City Southern with Canadian and U.S. securities regulators, including
any proxy statement, prospectus, material change report, management information
circular or registration statement to be filed in connection with the
transaction. Reference should be made to "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations-Forward
Looking Statements" in the Corporation's and Kansas City Southern's annual and
interim reports on Form 10-K and 10-Q. Due to the interdependencies and
correlation of these factors, as well as other factors, the impact of any one
assumption, risk or uncertainty on FLI cannot be determined with certainty.
Except to the extent required by law, we assume no obligation to publicly update
or revise any FLI, whether as a result of new information, future events or
otherwise. All FLI in this current report is expressly qualified in its entirety
by these cautionary statements.
ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT
The Corporation 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
Kansas City Southern that also constitutes a prospectus of the Corporation, and
any other documents in connection with the transaction. The definitive proxy
statement/prospectus will be sent to the shareholders of Kansas City Southern.
The Corporation 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 the Corporation's shareholders.
INVESTORS, STOCKHOLDERS AND SHAREHOLDERS OF KANSAS CITY SOUTHERN AND THE
CORPORATION 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 KANSAS CITY SOUTHERN, THE CORPORATION, THE TRANSACTION AND
RELATED MATTERS. The registration statement and proxy statement/prospectus and
other documents filed by the Corporation and Kansas City Southern 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 the Corporation online at
investor.cpr.ca and www.sedar.com, upon written request delivered to the
Corporation at 7550 Ogden Dale Road S.E., Calgary, Alberta, T2C 4X9, Attention:
Office of the Corporate Secretary, or by calling the Corporation 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 Kansas City
Southern online at www.investors.kcsouthern.com, upon written request delivered
to Kansas City Southern at 427 West 12th Street, Kansas City, Missouri 64105,
Attention: Corporate Secretary, or by calling Kansas City Southern's Corporate
Secretary's Office by telephone at 1-888-800-3690 or by email at
corpsec@kcsouthern.com.
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You may also read and copy any reports, statements and other information filed
by Kansas City Southern and the Corporation 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 current report 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 current report is not a solicitation of proxies in connection with the
transaction. However, under SEC rules, the Corporation, Kansas City Southern,
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 the Corporation'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 Kansas City Southern'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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