8-KRegulation FDOther EventsExhibits & Filings

CANADIAN PACIFIC KANSAS CITY LTD/CN 8-K Report, Regulation FD Disclosure (Sep 16, 2021)

Filed September 16, 2021For Securities:CP

Summary

Canadian Pacific Kansas City Ltd. (CP) filed an 8-K on September 16, 2021, to disclose an investor presentation used in connection with a conference call discussing the previously announced Agreement and Plan of Merger with Kansas City Southern (KCS). This merger, if completed, would combine two major North American railways. The filing also reiterates the details of the merger agreement, including the parties involved and the structure of the transaction. Investors should note that this filing primarily serves as a disclosure of information presented to investors and an update on the merger process. While it confirms the ongoing steps toward the acquisition, detailed financial projections and the definitive terms of the merger are expected to be further elaborated in subsequent filings, such as the proxy statement/prospectus. The company has provided extensive forward-looking statements and cautionary notes regarding the risks and uncertainties associated with completing the transaction and integrating the two companies.

Key Highlights

  • 1Canadian Pacific (CP) and Kansas City Southern (KCS) held a joint investor conference call on September 16, 2021, to discuss their announced merger.
  • 2The 8-K filing includes an investor presentation (Exhibit 99.1) used during this conference call, which is incorporated by reference.
  • 3The merger agreement was entered into on September 15, 2021, between CP, KCS, and specific merger subsidiaries.
  • 4CP is proceeding with the acquisition of KCS, a significant development for the North American railway landscape.
  • 5The filing contains numerous forward-looking statements and a comprehensive list of risks and uncertainties related to the transaction and future operations.
  • 6CP and KCS will be filing additional documents, including a proxy statement/prospectus and management proxy circular, which will contain important information for shareholders.

Frequently Asked Questions

The main purpose of this 8-K filing is to disclose the investor presentation used during the joint investor conference call on September 16, 2021, where Canadian Pacific (CP) and Kansas City Southern (KCS) discussed their announced merger agreement. It also serves as an update on the ongoing merger process.

The merger, if completed, would combine two major North American railways, creating a single, integrated network across Canada, the United States, and Mexico. This could lead to significant changes in freight transportation and logistics in North America.

Investors are urged to read the upcoming proxy statement/prospectus and management proxy circular that will be filed with the SEC and Canadian securities regulators. These documents will contain important information about the transaction. They will be available on the SEC's website (www.sec.gov), CP's investor website (investor.cpr.ca), KCS's investor website (www.investors.kcsouthern.com), and SEDAR (www.sedar.com).

This filing primarily discloses an investor presentation and confirms the merger agreement. While it discusses the transaction, it does not contain detailed financial statements or projections for the merged entity. More comprehensive financial information and transaction details will be provided in subsequent filings, such as the proxy statement/prospectus.