Trains.com

STB rejects CN voting trust

3833 views
27 replies
1 rating 2 rating 3 rating 4 rating 5 rating
  • Member since
    July 2014
  • 81 posts
STB rejects CN voting trust
Posted by Ajsik on Tuesday, August 31, 2021 1:11 PM
  • Member since
    September 2003
  • 21,320 posts
Posted by Overmod on Tuesday, August 31, 2021 1:27 PM

For the PDF version, go here

https://prod.stb.gov/wp-content/uploads/PR-21-37.pdf

and click the blue highlighted link at the end.

 

  • Member since
    May 2003
  • From: US
  • 24,924 posts
Posted by BaltACD on Tuesday, August 31, 2021 1:48 PM

Can't say I am surprised.

Never too old to have a happy childhood!

              

  • Member since
    April 2007
  • 4,557 posts
Posted by Convicted One on Tuesday, August 31, 2021 1:52 PM

I particularly like the part where the STB affirms that it is not their duty to serve the "transactional preferences of KCS shareholders"

  • Member since
    February 2003
  • From: Guelph, Ontario
  • 4,785 posts
Posted by Ulrich on Tuesday, August 31, 2021 2:04 PM

Not surprised given the public comments from STB head Oberman all along. The only thing that surprises about this is that some people are surprised by this decision. 

  • Member since
    September 2013
  • 2,475 posts
Posted by caldreamer on Tuesday, August 31, 2021 2:38 PM

So what happens now?  Is the CN takeover of KCS dead and will this give CP a better chance at a merger?

  • Member since
    February 2003
  • From: Guelph, Ontario
  • 4,785 posts
Posted by Ulrich on Tuesday, August 31, 2021 2:47 PM

caldreamer

So what happens now?  Is the CN takeover of KCS dead and will this give CP a better chance at a merger?

 

CN may still continue with its merger application pending the outcome of the KCS shareholder vote on Friday. Or..they may decide to throw in the towel and ante up the 1 billion dollar breakup fee (which is in addition to the 700 million they already paid to cover the breakup fee with CP. CP could continue on with its interest in KCS, and if any merger can be approved, that one would have the best shot at success. Personally I think both CN and CP should call it a day on this and perhaps focus on improving their existing plant. 

 

 

  • Member since
    September 2002
  • From: Sterling Heights, Michigan
  • 1,673 posts
Posted by SD60MAC9500 on Tuesday, August 31, 2021 2:59 PM
 

The STB rejecting the voting trust also opens up other possible parties interested in KCS.

 
Rahhhhhhhhh!!!!
  • Member since
    February 2003
  • From: Guelph, Ontario
  • 4,785 posts
Posted by Ulrich on Tuesday, August 31, 2021 3:05 PM

Or best option of all, KCS remains an independent entity that would retain its  ability to enter into operating and marketing agreements with any of the other larger systems.

  • Member since
    September 2013
  • 2,475 posts
Posted by caldreamer on Tuesday, August 31, 2021 4:46 PM

Ulrich:

  I whole hardily agree with your option.

  • Member since
    December 2001
  • From: NW Wisconsin
  • 3,857 posts
Posted by beaulieu on Tuesday, August 31, 2021 4:47 PM

We should know more on Friday 9/3/2021

  • Member since
    January 2015
  • 2,623 posts
Posted by kgbw49 on Tuesday, August 31, 2021 8:52 PM

Get ready for bright red Canadian Pacific de Mexico locomotives. The bar to clear for a merger under the pre-2001 rules is much lower, and the STB said those rules will govern a CP-KCS transaction.

  • Member since
    June 2009
  • From: Dallas, TX
  • 6,822 posts
Posted by CMStPnP on Tuesday, August 31, 2021 10:56 PM

kgbw49
Get ready for bright red Canadian Pacific de Mexico locomotives. The bar to clear for a merger under the pre-2001 rules is much lower, and the STB said those rules will govern a CP-KCS transaction.

Yes, though NYSE thinks CP is paying too much for KCS and that the CN offer was way North of fair price.   

If I were CN I would walk away at this point even though it means handing over another Billion dollars to CP.    I think CP about funded their offer increase partly with the CN payouts.   Still CP is about $4-5 Billion in the hole with the offer increase and it appears from it's fall in price that NYSE is not happy with that.

  • Member since
    September 2002
  • From: Sterling Heights, Michigan
  • 1,673 posts
Posted by SD60MAC9500 on Tuesday, August 31, 2021 11:17 PM
 

kgbw49

Get ready for bright red Canadian Pacific de Mexico locomotives. The bar to clear for a merger under the pre-2001 rules is much lower, and the STB said those rules will govern a CP-KCS transaction.

 

Not necessarily.. A CN-KCS merger can still happen. When shareholders vote this Friday we will know what the future holds. They will have to re-negotiate a new merger agreement if they want to continue down the path.

 
 
Rahhhhhhhhh!!!!
  • Member since
    December 2001
  • From: NW Wisconsin
  • 3,857 posts
Posted by beaulieu on Wednesday, September 1, 2021 1:57 AM

SD60MAC9500
  

Not necessarily.. A CN-KCS merger can still happen. When shareholders vote this Friday we will know what the future holds. They will have to re-negotiate an new merger agreement if they want to continue down the path.

 
The original CN - KCS agreement had a contingency for this situation. CN has to give KCS $1 billion if it wants to see the deal out to the STB's final ruling. I can't see CN doing that as it becomes a gift to KCS if the STB denies the merger.
  • Member since
    January 2015
  • 2,623 posts
Posted by kgbw49 on Wednesday, September 1, 2021 8:15 AM

Investors at CN are calling for "regime change" at the top Of CN.

At CP, there is not that same dynamic. In fact the Board extended Keith Creel's contract specifically so he could stay on to oversee the combining of the two systems.

Get out the popcorn!

  • Member since
    September 2013
  • 2,475 posts
Posted by caldreamer on Monday, September 6, 2021 8:15 PM

What was the outcome of the KCS special shareholders meeting last Friday.  Have not heard anything.

 

 

  • Member since
    May 2003
  • From: US
  • 24,924 posts
Posted by BaltACD on Monday, September 6, 2021 9:04 PM

caldreamer
What was the outcome of the KCS special shareholders meeting last Friday.  Have not heard anything.

They put off making any decision until the 24th, I think - I could be wrong on the date.

Never too old to have a happy childhood!

              

  • Member since
    September 2013
  • 2,475 posts
Posted by caldreamer on Tuesday, September 7, 2021 9:49 AM

Checked the KCS website and there was not date as to when they may hold a shareholders meeting.  The board of directors are looking at there options including a possible increase in the offer from CP. I would not be suprised if the STB rejection of the CN voting trust was involved in there decision.

 

  • Member since
    February 2003
  • From: Guelph, Ontario
  • 4,785 posts
Posted by Ulrich on Tuesday, September 7, 2021 10:35 AM

caldreamer

Checked the KCS website and there was not date as to when they may hold a shareholders meeting.  The board of directors are looking at there options including a possible increase in the offer from CP. I would not be suprised if the STB rejection of the CN voting trust was involved in there decision.

 

 

Hopefully both CN and CP cut their losses and forget about this merger. Same customer benefits can be attained simply by working together... no expensive legacy building mergers required. 

  • Member since
    June 2003
  • From: South Central,Ks
  • 7,158 posts
Posted by samfp1943 on Tuesday, September 7, 2021 11:59 AM

Ulrich

 caldreamer

Checked the KCS website and there was not date as to when they may hold a shareholders meeting.  The board of directors are looking at there options including a possible increase in the offer from CP. I would not be suprised if the STB rejection of the CN voting trust was involved in there decision.

 

Hopefully both CN and CP cut their losses and forget about this merger. Same customer benefits can be attained simply by working together... no expensive legacy building mergers required. 

 

  
 
Sounds as if this may devo;ve into one opf those "LAWYER" scraps...."You know, my lawyer can whip your lawyer" ; and the only one's who win , are 'the suits'.....
 It will be an interesting 'struggle'; tie up lots of cash, and court time, and in the end KCS's [stockholders(?)] will wind-up bouncing out the Management. For any number of reasons, and maybe CP and CN will merge.   Meanwhile, the whole railroad landscape goes thru another  seachange.   
                                         Cynical ?   You betcha! Bang HeadSigh
NOW, Who's got the popcorn?

 

 


 

  • Member since
    February 2003
  • From: Guelph, Ontario
  • 4,785 posts
Posted by Ulrich on Tuesday, September 7, 2021 12:51 PM

The whole thing is a big waste of time and money. 

  • Member since
    September 2013
  • 2,475 posts
Posted by caldreamer on Tuesday, September 7, 2021 1:59 PM

Unless they can win, CN will be the big looser.  If they back out of the merger or the if it is killed by the STB they have to pay KCS $1,000,000,000 (One Billion) dollars.

  • Member since
    May 2003
  • From: US
  • 24,924 posts
Posted by BaltACD on Tuesday, September 7, 2021 3:04 PM

caldreamer
Unless they can win, CN will be the big looser.  If they back out of the merger or the if it is killed by the STB they have to pay KCS $1,000,000,000 (One Billion) dollars.

US or Canadian?

Never too old to have a happy childhood!

              

  • Member since
    September 2013
  • 2,475 posts
Posted by caldreamer on Tuesday, September 7, 2021 3:21 PM

The announcement of the terms did not state, but since the termination penalty is going to a US carrier it is most likely in US dollars.

  • Member since
    June 2019
  • 313 posts
Posted by Juniata Man on Tuesday, September 7, 2021 5:19 PM

If KCS' board accepts CP's bid, CN presumably would owe KCS nothing since it would be KCS calling it off. 

Given the Chris Hohn / TCI food fight that's firing up at CN, I'd be surprised if they challenged KCS should they accept CP's bid. Makes far more sense for CN to walk away and declare war against TCI.

CW

  • Member since
    May 2003
  • From: US
  • 24,924 posts
Posted by BaltACD on Sunday, September 12, 2021 1:10 PM

Never too old to have a happy childhood!

              

  • Member since
    January 2015
  • 2,623 posts
Posted by kgbw49 on Sunday, September 12, 2021 1:18 PM

About this time next year we'll be seeing bright red Canadian Pacific de Mexico locomotives.

 

 

Join our Community!

Our community is FREE to join. To participate you must either login or register for an account.

Search the Community

Newsletter Sign-Up

By signing up you may also receive occasional reader surveys and special offers from Trains magazine.Please view our privacy policy