CALGARY, March 21, 2021 /PRNewswire/ - Canadian Pacific
Railway Limited's (TSX: CP) (NYSE: CP) Board of
Directors and President and Chief Executive Officer
Keith Creel have agreed on
contract amendments to Mr. Creel's incentive
compensation that are intended to see him lead
the Company until at least early 2026.
"Today's announcement speaks to Keith's leadership and bodes
well for the continued long-term success of CP, to the benefit of
its employees, customers, communities and shareholders," said Chair
of the Board, Isabelle Courville.
"Furthermore, this solidifies Keith's role in overseeing and
leading the successful integration of CP with Kansas City Southern
(KCS) and all of the benefits that transaction will bring."
Earlier today, CP and KCS announced that they have entered into
a merger agreement under which CP has agreed to acquire KCS in a
stock and cash merger transaction, subject to the satisfaction of
closing conditions. Following CP's acquisition of KCS and Surface
Transportation Board approval of the merger, Mr. Creel will serve
as the Chief Executive Officer of the combined company.
Since Mr. Creel became CEO in 2017, CP's share price has
increased 150 percent. During that time, and now for 15 consecutive
years, CP has remained the safest Class 1 railroad in North America as measured by Federal Railroad
Administration-reportable train accident frequency.
"It is my honor to continue to serve alongside the entire CP
family," Creel said. "I look forward with great enthusiasm to what
is ahead, especially to leading the combined CP/KCS entity. Our
commitment to the fundamentals of precision scheduled railroading,
to safety and sustainability, to our customers and the communities
we serve, and to each other will remain steadfast and unwavering.
We will not lose sight of what got us to this point and we are
committed to writing the next chapter in the compelling story of
these two great railroads."
Prior to joining CP, Mr. Creel served in various operating roles at
BN, Illinois Central and Canadian National, including serving as
CN's Executive Vice-President and Chief Operating Officer. Mr.
Creel joined CP in February 2013 as
President and Chief Operating Officer. On January 31, 2017, he assumed the role of CP's
President and CEO, becoming the seventeenth leader of the company
since 1881.
Mr. Creel holds a Bachelor of Science in Marketing from
Jacksonville State University. He also
completed the Advanced Management Program at the Harvard Business School. Mr. Creel has a military
background as a commissioned officer in the U.S. Army, during which
time he served in the Persian Gulf War in Saudi Arabia. Recognized for his leadership at
CP, he was named by Progressive Railroading as Railroad
Innovator for 2014 and Railway Age as Railroader of
the Year 2021.
FORWARD-LOOKING STATEMENTS AND INFORMATION
This news release includes certain forward looking statements
and forward looking information (collectively, FLI) to provide CP
and KCS shareholders and potential investors with information about
CP, KCS and their respective subsidiaries and affiliates, including
each company's management's respective assessment of CP, KCS 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. In particular, this news release
contains FLI pertaining to, but not limited to, information with
respect to the following: the transaction; the combined company's
scale; financial growth; future business prospects and performance;
future shareholder returns; cash flows and enhanced margins;
synergies; leadership and governance structure; and office and
headquarter locations.
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;
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; the previously announced proposed share split of
CP's issued and outstanding common shares and whether it will
receive the requisite shareholder and regulatory approvals;
potential changes in the CP share price which may negatively impact
the value of consideration offered to KCS shareholders; the ability
of management of CP, 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 México;
industry capacity; shifts in market demand; changes in commodity
prices; 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 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; 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 México; 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 Méxican government of Kansas City
Southern de México, 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 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 CP and KCS 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. 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 news
release is expressly qualified in its entirety by these cautionary
statements.
ABOUT CANADIAN PACIFIC
Canadian Pacific (TSX: CP) (NYSE: CP) is a transcontinental
railway in Canada and the U.S.
with direct links to major ports on the west and east coasts. CP
provides North American customers a competitive rail service with
access to key markets in every corner of the globe. CP is growing
with its customers, offering a suite of freight transportation
services, logistics solutions and supply chain expertise. Visit
www.cpr.ca to see the rail advantages of CP. CP-IR
ABOUT KANSAS CITY
SOUTHERN
Headquartered in Kansas City,
Mo., Kansas City Southern (KCS) (NYSE: KSU) is a
transportation holding company that has railroad investments in the
U.S., México and Panama. Its
primary U.S. holding is Kansas City Southern Railway Company,
serving the central and south central U.S. Its international
holdings include Kansas City Southern de México, S.A. de C.V.,
serving northeastern and central México and the port cities of
Lázaro Cárdenas, Tampico and
Veracruz, and a 50 percent
interest in Panama Canal Railway
Company, providing ocean-to-ocean freight and passenger service
along the Panama Canal. KCS's North American rail holdings and
strategic alliances with other North American rail partners are
primary components of a unique railway system, linking the
commercial and industrial centers of the U.S., México and
Canada. More information about KCS
can be found at www.kcsouthern.com
ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO
FIND IT
CP 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 KCS that also constitutes a prospectus of CP,
and any other documents in connection with the transaction. The
definitive proxy statement/prospectus will be sent to the
shareholders of KCS. CP 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 CP shareholders.
INVESTORS AND SHAREHOLDERS OF KCS AND CP 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 KCS, CP, THE TRANSACTION AND RELATED MATTERS. The
registration statement and proxy statement/prospectus and other
documents filed by CP and KCS 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 CP online at investor.cpr.ca and
www.sedar.com, upon written request delivered to CP at 7550 Ogden
Dale Road S.E., Calgary, Alberta,
T2C 4X9, Attention: Office of the Corporate Secretary, or by
calling CP 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 KCS online at www.investors.kcsouthern.com, upon
written request delivered to KCS at 427 West 12th Street,
Kansas City, Missouri 64105,
Attention: Corporate Secretary, or by calling KCS's Corporate
Secretary's Office by telephone at 1-888-800-3690 or by email at
corpsec@kcsouthern.com.
You may also read and copy any reports, statements and other
information filed by KCS and CP 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 communication 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 communication is not a solicitation of proxies in
connection with the transaction. However, under SEC rules, CP, KCS,
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 CP'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 KCS'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.sec.gov and
www.investors.kcsouthern.com. 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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SOURCE Canadian Pacific