Kansas City Southern Recommends Shareholders Reject TRC Capital’s Mini-Tender Offer
May 10 2021 - 7:00AM
Business Wire
Kansas City Southern (NYSE: KSU) (“KCS”) received notice of an
unsolicited mini-tender offer by TRC Capital Investment Corporation
("TRC Capital") to purchase up to 500,000 shares, or approximately
0.55 percent, of KCS’s outstanding common stock at a price of
$285.00 per share in cash. As TRC Capital's own offer document
acknowledges, the offering price is approximately 2.47 percent
below the closing price per share of KCS on April 30, 2021, the
last trading day before the mini-tender offer was commenced.
KCS does not endorse TRC Capital’s mini-tender offer and
recommends that KCS shareholders reject this unsolicited offer and
not tender their shares in response to the offer. KCS also
recommends that any shareholders who have tendered shares to TRC
Capital withdraw those shares by providing the written notice
described in the offering documentation before the expiration of
the offer, which is currently scheduled for 12:01 a.m., New York
City Time, on June 2, 2021.
KCS is not associated with TRC Capital, its mini-tender offer or
the mini-tender offer documentation.
TRC Capital has made similar unsolicited mini-tender offers for
shares of other public companies. Mini-tender offers are designed
to seek less than 5 percent of a company's outstanding shares,
thereby avoiding many investor protections, including the
disclosure and procedural requirements, applicable to larger tender
offers under United States securities laws. The U.S. Securities and
Exchange Commission (SEC) has cautioned investors about mini-tender
offers, noting that "some bidders make mini-tender offers at
below-market prices, hoping that they will catch investors off
guard if the investors do not compare the offer price to the
current market price." The SEC has also published investor tips
regarding these offers on its website at:
http://www.sec.gov/investor/pubs/minitend.htm.
KCS encourages brokers and dealers, as well as other market
participants, to review the SEC's letter regarding broker-dealer
mini-tender offer dissemination and disclosures on the SEC's
website at:
http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
KCS urges investors to obtain current market quotations for
their shares, consult with their brokers or financial advisors and
exercise caution with respect to TRC Capital's offer.
KCS requests that a copy of this news release be included with
all distributions of materials relating to TRC Capital's
mini-tender offer related to KCS's shares of common stock.
About Kansas City Southern
Headquartered in Kansas City, Mo., Kansas City Southern (KCS)
(NYSE: KSU) is a transportation holding company that has railroad
investments in the U.S., Mexico and Panama. Its primary U.S.
holding is The Kansas City Southern Railway Company, serving the
central and south central U.S. Its international holdings include
Kansas City Southern de Mexico, S.A. de C.V., serving northeastern
and central Mexico and the port cities of Lázaro Cárdenas, Tampico
and Veracruz, and a 50 percent interest in Panama Canal Railway
Company, providing ocean-to-ocean freight and passenger service
along the Panama Canal. KCS' North American rail holdings and
strategic alliances with other North American rail partners are
primary components of a unique railway system, linking the
commercial and industrial centers of the U.S., Mexico and Canada.
More information about KCS can be found at www.kcsouthern.com
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version on businesswire.com: https://www.businesswire.com/news/home/20210510005137/en/
Media
C. Doniele Carlson Tel: 816-983-1372 dcarlson@kcsouthern.com
Tim Lynch / Ed Trissel Joele Frank, Wilkinson Brimmer Katcher
Tel: 212-355-4449
Investment Community
Ashley Thorne Tel: 816-983-1530 athorne@kcsouthern.com
Dan Burch / Laurie Connell MacKenzie Partners, Inc. Tel:
212-929-5748 / 212-378-7071
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