December 8, 2015 / 4:28 AM / 3 years ago

Canadian Pacific to revise terms of bid for Norfolk Southern -WSJ

Dec 7 (Reuters) - Canadian Pacific Railway Ltd (CP Rail) is expected to revise deal terms for its acquisition of Norfolk Southern, to allay fears of a prolonged regulatory review and put cash earlier in shareholders’ hands, the Wall Street Journal reported, citing people familiar with the matter.

In its revised bid, CP Rail is expected to offer $32.86 in cash and .451 of a share in a new holding company that would run the two railways, as against its previously rebuffed offer of $46.72 and .348 shares for each Norfolk share, the WSJ reported. (

Shareholders could be paid as soon as May, provided the regulators approve a temporary trust structure that would keep the two companies independent as the regulatory process, which could take up to two years, gets underway, the Journal said.

JPMorgan Chase, CP Rail’s banker, has committed $10 billion to finance the merger, the paper said.

CP Rail, Norfolk Southern and JPMorgan could not be immediately reached for comment outside regular business hours.

Based on the findings of two former Surface Transportation Board (ST) commissioners it retained, Norfolk released a report on Monday night saying the merger was “highly unlikely to be approved by the ST”.

Norfolk added that the STB would not approve of the merger or a voting trust structure as “neither would be in the public interest” and that its strategic plan to take the company forward is superior to CP Rail’s “grossly inadequate and high-risk proposal”.

Last week, Norfolk rejected CP Rail’s $28.4 billion takeover offer saying the bid would face regulatory hurdles “at any offer price”.

Responding to the rejection, CP Rail said it would hold a conference call on Dec. 8 to discuss “clarity, context and detail” of its offer and “correct every inaccuracy”.

Activist investor William Ackman, who holds a 9.1 percent stake in CP Rail and is a big advocate of consolidation in the North American railway sector, will join the company’s Chief Executive Hunter Harrison in the conference call. (Reporting by Ankush Sharma in Bengaluru; Editing by Muralikumar Anantharaman)

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