CP Speaks Out: More Stakeholder ‘Concern’ Over CN-KCS Proposal

Written by Marybeth Luczak, Executive Editor
Canadian Pacific President and CEO (and Railway Age 2021 Railroader of the Year) Keith Creel

Canadian Pacific President and CEO (and Railway Age 2021 Railroader of the Year) Keith Creel

Canadian Pacific (CP) reported June 1 that it “remains confident” in its “superior status” as Kansas City Southern’s (KCS) merger partner, noting that more than 130 stakeholders have filed statements with the Surface Transportation Board (STB) requesting the rejection of merger rival CN’s voting trust application.

This brings the total letters submitted to 960-plus, CP said. Among them are more than 250 “expressing concern” about the CNKCS combination, its use of a voting trust, or both, and more than 730 in support of CP-KCS.

On May 26, CN and KCS filed with STB a renewed motion for voting trust approval, which included a commitment to divest a 70-mile line overlap in Louisiana. On May 27, CP issued a statement that the divestiture was a “token” that “would not begin to address the competitive issues in the rail corridors running north from Louisiana and Mississippi through America’s heartland, where KCS and CN have historically competed.”

According to CP, the latest “opposition letters—from a range of stakeholders including shippers, ports, local governments, transportation associations and other stakeholders—highlight the extensive risks the proposed CN-KCS voting trust poses to competition by reducing shipper options. Stakeholders also expressed strong concerns over the likelihood of reduced service quality and infrastructure investments as a result of the proposed CN transaction.

“These concerns echo those of the Department of Justice (‘DOJ’), which on May 14 filed comments with the STB objecting to CN’s proposed use of a voting trust on the grounds that a CN merger with KCS would pose greater risks to competition than the CP-KCS agreement.”

CP reiterated that it “intends to proceed with its STB application process to acquire KCS. CP believes that pursuing its application is in the best interests of both KCS and the public so that the pro-competitive CP-KCS transaction can proceed to be reviewed by the STB and—in the event KCS’ agreement with CN is terminated or CN is otherwise unable to acquire control of KCS—a potential acquisition of KCS by CP could be implemented without undue delay.

“Importantly, the STB has already approved CP’s use of a voting trust and affirmed KCS’ waiver from the new rail merger rules it adopted in 2001 because a CP-KCS combination is truly end-to-end and pro-competitive. CP stands ready to reengage with KCS.”

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