Canadian Pacific to buy Kansas City Southern for $25 billion in cash

Canadian Pacific Railway said on Sunday it had agreed to buy Kansas City Southern Railway for $25 billion in a cash-and-stock deal to create the first rail network connecting the United States, Mexico, and Canada.

Shareholders of Kansas City Southern will receive 0.489 of a Canadian Pacific share and $90 in cash for each KCS common share held, the companies said in a statement.

The crucial deal comes amid expectations of a pick-up in US-Mexico trade after Joe Biden replaced Donald Trump as US president, the report said.

Kansas City Southern’s board has approved the bid and the two companies have informally informed the US Surface Transportation Board, whose approval will be necessary for the deal. The Financial Times first reported on the deal on Sunday.

Calgary-based Canadian Pacific is Canada’s No. 2 railroad operator, behind Canadian National Railway Co Ltd, with a market value of $50.6 billion.

It owns and operates a transcontinental freight railway in Canada and the United States. Grain haulage is the company’s biggest revenue driver, accounting for about 58% of bulk revenues and about 24% of total freight revenues in 2020.

Kansas City Southern has domestic and international rail operations in North America, focused on the north/south freight corridor connecting commercial and industrial markets in the central United States with industrial cities in Mexico.

Canadian railroad operators’ attempts to buy US rail companies have met limited success due to antitrust concerns.

Canadian Pacific’s latest attempt to expand its US business comes after it dropped a hostile $28.4 billion takeover bid for Norfolk Southern Corp in April 2016. Canadian Pacific’s merger talks with CSX Corp, which owns a large network across the eastern United States, failed in 2014.

A bid by Canadian National Railway Co, the country’s biggest railroad, to buy Warren Buffett-owned Burlington Northern Santa Fe was blocked by US antitrust authorities in 1999-2000.

Meanwhile, Rogers Communications said on Monday it was buying Shaw Communications for about C$20 billion ($16.02 billion) in a deal that would create Canada’s second-largest cellular and cable operator but might attract stiff regulatory scrutiny.

By acquiring fourth-ranked Shaw, Rogers would leapfrog Telus Corporation and take on market leader BCE in the highly competitive Canadian telecommunications industry.

Rogers, whose business is concentrated in the urban centers of Ontario, is also expected to gain from Shaw’s strong presence in the sparsely populated regions of Western Canada and help it double down on its efforts to roll out 5G throughout the country.

Shaw shares jumped 42% to C$34, but traded well below the offer price of C$40.50, suggesting doubts about the deal, which is valued at C$26 billion including debt. Shares of Rogers were also up 7% at C$64.

“It’s really too early to speculate on the regulatory outcome overall,” Rogers Chief Executive Officer Joseph Natale said on a conference call. “But we feel confident this transaction will be approved.”

The deal, if completed, would be the biggest in the Canadian telecoms industry since BCE completed the spinoff of its stake in Nortel Networks in a transaction valued at C$88.7 billion in 2000, according to Refinitiv data.

However, investors and analysts who expected the deal, believe regulatory risks are imminent.

“Shaw was always seen as a solid fourth player in Canada. When you’re talking about taking out that fourth player, I do see that there are some regulatory risks for this,” said Stephen Duench, portfolio manager at AGF Investments, whose firm owns shares in both companies.

The deal will be reviewed by the independent Competition Bureau of Canada, the Canadian Radio-television and Telecommunications Commission, as well as the department of Innovation, Science and Economic Development.

Canadian Innovation Minister Francois-Philippe Champagne said the review would focus on “affordability, competition, and innovation.”

Canada’s telecoms industry came under the spotlight during the last federal election, with voters complaining about cellphone bills, which are among the highest in the world.

In March last year, Prime Minister Justin Trudeau’s minority Liberal government ordered Canada’s top three top telecom operators, which together control 89.2% of the market, to cut prices on their mid-range wireless service plans by 25% within two years or face regulatory action.

Sticking with its pledge of offering affordable wireless plans, Rogers said it would not raise wireless prices for Freedom Mobile customers for at least three years after the closure of the deal.

Toronto-based Rogers also said it planned to spend C$2.5 billion on ramping up 5G networks in Western Canada over the next five years following its acquisition of Calgary-based Shaw.