April 21, 2021

Willkie is representing BofA Securities and Morgan Stanley & Co. LLC, who are serving as financial advisors to Kansas City Southern, in connection with KCS’s previously announced combination agreement with Canadian Pacific Railway Limited.

On April 20, Kansas City Southern (NYSE: KSU) (KCS) announced that it has received an unsolicited proposal from Canadian National Railway (TSX: CNR, NYSE: CNI) to acquire KCS in a cash and stock transaction valued by CN at $325 per KCS share, which is approximately $30 billion.

On March 21, Canadian Pacific Railway Limited (TSX: CP, NYSE: CP) and Kansas City Southern announced they have entered into a merger agreement, under which CP has agreed to acquire KCS in a stock and cash transaction representing an enterprise value of approximately $29 billion, which includes the assumption of $3.8 billion of outstanding KCS debt.

The KCS board of directors will evaluate CN’s proposal in accordance with the terms of KCS’ merger agreement with CP, and will respond in due course.

The Willkie team is led by partners Steven Seidman and Laura Delanoy, and included associates Daniel Alster and Ian Morganelli and law clerk Joshua Mathew.

Click here to read Willkie’s March 22, 2021 deal announcement.