Law360 reports on the 10 largest M&A transactions in 2021 and the law firms that advised on the deals—including a look at how "Canadian Pacific Bests Railway Rival in Battle Over KCS."
Bennett Jones is advising CP on Canadian M&A, corporate/securities, tax, finance, employment and competition/antitrust matters in their US$31-billion combination with Kansas City Southern. Law360 says:
Canadian freight railway operators Canadian Pacific Railway Ltd. and Canadian National Railway Co. spent the spring and summer trading bids for Kansas City Southern, and in the end, CP emerged victorious.
The saga started in late March, with CP announcing it would buy KCS for about $29 billion, a deal the companies said would result in the first rail network connecting Mexico, the U.S. and Canada.
The companies sought to have federal regulators review their deal under less-strict rules that had been in place until 2001. They quickly ran into a roadblock, however, when a number of North America's largest railroads and a trade association for shippers called on the Surface Transportation Board to reject that request and instead review the deal under the newer, stricter regime. The STB is a railway industry regulator tasked with reviewing mergers between railroads for their public interest implications, including competition issues.
On April 20, CN made an interloping offer worth roughly $33.7 billion. Before long, each suitor had submitted bids valued at more than $30 billion.
Although Canadian National's proposal had the higher price tag, CP argued that its offer was more likely to pass regulatory muster, because the STB had approved the use of a voting trust in its agreement while rejecting the use of a voting trust in Canadian National's.
Ultimately, CP, the original KCS suitor, was the winner with an offer worth about $30.8 billion including debt, per Dealogic. The winning bid was originally announced Aug. 10, although CN didn't formally bow out until Sept. 15.
Bennett Jones