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Kansas City Southern picks Canadian Pacific's $31B bid for railroad — but it's not final yet – CBC.ca

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Kansas City Southern has decided that a $31 billion US bid from Canadian Pacific is the best of two offers on the table to buy the railroad.

The Kansas City, Mo., company said in a statement Sunday that it has notified rival bidder Canadian National that it intends to terminate a merger agreement and make a deal with Canadian Pacific.

But it’s not final yet. Canadian National still has five business days to negotiate amendments to its offer, and the Kansas City Southern board could determine that a revised CN offer is better.

Under the latest Canadian Pacific offer, each share of Kansas City Southern common stock would be exchanged for 2.884 CP shares and $90 US in cash.

“We are pleased to reach this important milestone and again pursue this once-in-a-lifetime partnership,” said Canadian Pacific President and CEO Keith Creel.

CN bid rejected by regulators

Canadian National’s bid was $33.6 billion US, but regulators rejected a key part of the offer last month.

The Surface Transportation Board said Canadian National won’t be able to use a voting trust to acquire Kansas City Southern and then hold the railroad during the board’s lengthy review of the overall deal.

In contrast, regulators have already approved Canadian Pacific’s use of a voting trust because there are fewer competitive concerns about combining Canadian Pacific and Kansas City Southern.

Canadian Pacific set a deadline of Sunday for its offer. Both Canadian bids include a mix of cash and stock and the assumption of about $3.8 billion US in Kansas City Southern debt.

It’s not yet clear whether Canadian National has any appetite to increase its bid because it is facing pressure from a major shareholder to abandon the deal. London-based investment firm TCI Fund — which owns about five per cent of CN’s stock — maintains that CN should overhaul its board, get a new CEO and refocus its efforts on improving its own operations.

For more than two decades the railroad industry has been stable, with two railroads in the Western United States — BNSF and Union Pacific — two in the Eastern United States — CSX and Norfolk Southern — Kansas City Southern in the Midwest and the two Canadian railroads that serve part of the United States. Regulators have said that any merger involving two of the largest railroads generally needs to enhance competition and service the public interest to get approved.

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Big gap between Pfizer, Moderna vaccines seen for preventing COVID hospitalizations – Yahoo News Canada

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Los Angeles , CA - May 14: Alma Sevilla preparers Pfizer COVID-19 vaccine vial at a mobile vaccine clinic held at Roosevelt Park on Friday, May 14, 2021 in Los Angeles , CA. (Irfan Khan / Los Angeles Times)

A dose of Pfizer-BioNTech COVID-19 vaccine is readied at a mobile vaccine clinic in Los Angeles. (Irfan Khan / Los Angeles Times)

Amid persistent concerns that the protection offered by COVID-19 vaccines may be waning, a report released Friday by the Centers for Disease Control and Prevention finds that America’s workhorse shot is significantly less effective at preventing severe cases of disease over the long term than many experts had realized.

Data collected from 18 states between March and August suggest the Pfizer-BioNTech vaccine reduces the risk of being hospitalized with COVID-19 by 91% in the first four months after receiving the second dose. Beyond 120 days, however, that vaccine efficacy drops to 77%.

Meanwhile, Moderna’s vaccine was 93% effective at reducing the short-term risk of COVID-19 hospitalization and remained 92% effective after 120 days.

Overall, 54% of fully vaccinated Americans have been immunized with the Pfizer shot.

The surprising findings came as a Food and Drug Administration advisory panel recommended against offering booster doses of the Pfizer vaccine to all Americans ages 16 and older. In a striking rebuke, 16 of 18 experts told the agency it had not mustered enough data to make a third shot the norm.

In lengthy briefings to the panel, representatives from Pfizer pointed to clinical trial results involving 306 mostly healthy participants to argue that a booster “restores” the 95% vaccine effectiveness rate seen earlier in the pandemic.

Company officials also touted evidence from Israel, which rolled out boosters after seeing a rise in hospitalizations among people who were fully vaccinated. Those hospitalizations dropped dramatically after third doses were given, Israeli scientists have said.

But panel members made clear that despite Pfizer’s aggressive stance, it had not gathered enough evidence that a third shot was safe for young people and for those at lesser risk of becoming severely ill with COVID-19.

“We need age-specific data” on the safety and protective benefits of a further booster, said Dr. Ofer Levy, a panel member who directs the Precision Vaccines program at Boston Children’s Hospital.

FDA clearance for booster shots for everyone 16 and older would be seen as something “close to a mandate,” said Dr. Eric Rubin, a panel member and infectious-disease expert at the Harvard T.H. Chan School of Public Health. Rubin worried that such a move could redefine what it takes to be considered fully vaccinated against COVID-19.

“None of us are there yet,” he said.

But others apparently are. Dr. Anthony Fauci, President Biden’s top advisor on vaccines, has come out strongly in favor of booster shots, saying before Friday’s vote that a failure to endorse the shots “would be a mistake.”

And in mid-August, Biden himself said his administration would begin making booster shots available the week of Sept. 20 to those vaccinated for at least eight months.

Biden cautioned at the time that his plan was contingent on FDA approval. But his announcement stoked concerns of political meddling in a matter that required the unhindered evaluation of scientists.

“This should demonstrate to the public that the members of this committee are independent of the FDA,” Dr. Archana Chatterjee, dean of the Chicago Medical School, said after the vote. “In fact, we do bring our voices to the table when we are asked to serve on this committee.”

The panel unanimously agreed that a third shot of the vaccine now sold under the brand name Comirnaty should be offered to select groups: individuals 65 and older, people at risk of developing severe disease, and those, including healthcare workers, whose occupations put them at high risk of infection.

Dr. Peter Marks, who leads the FDA’s evaluation of drugs and vaccines, told panel members that the agency could give its blessing to booster shots with an emergency use authorization — a regulatory step that falls short of the full approval Pfizer had sought.

The company issued no statement Friday in response to the panel’s vote.

Researchers in the United States have been warning for months that the immunity afforded by COVID-19 vaccines might be waning. The CDC reported that in late July, close to three-quarters of the 469 people swept up in a Massachusetts outbreak were fully vaccinated. And the agency has launched several studies aimed at detecting changes in vaccine effectiveness in healthcare workers and others who were vaccinated early.

But virtually all of those infections appeared to be mild. And health officials eager to induce vaccine skeptics to step up for their shot — including Fauci and Dr. Rochelle Walensky, director of the Centers for Disease Control and Prevention — have repeatedly praised the vaccines for keeping most fully vaccinated people out of hospitals.

The new report on waning vaccine efficacy challenges that expectation.

Vials of Pfizer-BioNTech COVID-19 sit on a tray at a vaccination clinic.Vials of Pfizer-BioNTech COVID-19 sit on a tray at a vaccination clinic.

Vials of Pfizer-BioNTech COVID-19 sit on a tray at a mass vaccination clinic in Ontario, Calif. (Irfan Khan / Los Angeles Times)

Researchers from around the country found striking differences between two mRNA vaccines long thought to be interchangeable.

When the Moderna vaccine received emergency use authorization in December, the company reported that 30 people in its clinical trial developed severe cases of COVID-19, including nine who required hospitalization. All 30 patients were in the placebo group, resulting in a vaccine efficacy against severe disease of 100%.

Ten people in Pfizer’s initial clinical trial developed severe cases of COVID-19. Nine of them were in the placebo group, including seven who were hospitalized, resulting in a vaccine efficacy against severe disease of 88.9%.

Once the Moderna and Pfizer vaccines were rolled out to the public, their records of preventing COVID-19 hospitalizations in the first four months were neck and neck — 93% and 91% effective, respectively. But the degree of protection diverged after that.

When they focused specifically on the period 120 days beyond the second dose, the study authors found that the Moderna vaccine remained 92% effective at preventing COVID-19 hospitalizations. But the equivalent figure for the Pfizer vaccine was 77%.

The results were published in the CDC’s Morbidity and Mortality Weekly Report.

Both the Pfizer and Moderna vaccines are based on mRNA technology, which delivers temporary instructions to the body’s muscle cells that help it learn to recognize the spike protein, a key part of the coronavirus’ structure. But “they’re actually not necessarily interchangeable,” said Dr. Timothy Brewer, a professor of medicine and epidemiology at UCLA.

Each vaccine is formulated and administered differently, Brewer said, and those differences could affect the strength and duration of the two vaccines’ protection.

Moderna’s shot contains 100 micrograms of vaccine, more than three times the 30 micrograms in the Pfizer shot. And Pfizer’s two doses are given three weeks apart, while Moderna’s two-shot regimen is administered with a four-week gap.

Brewer also pointed to evidence that the Moderna vaccine seemed to elicit higher levels of a key antibody than the Pfizer vaccine.

“We know from other studies the neutralizing antibody levels will decay over time, so starting at a higher level will mean that you have farther to go before you decay to a point where efficacy drops off,” he said.

Dr. Robert Murphy, who directs Northwestern University’s Institute for Global Health, said the Pfizer vaccine’s reduced protection against severe disease may bolster the case for boosters for all who got the vaccine, not just the specific groups identified by the FDA advisory panel.

“Based on the data I have seen, persons who received the Pfizer vaccine would benefit from a booster dose at this time,” he said. “I don’t see why we have to wait until the younger people get sick and become hospitalized.”

But Dr. Arnold Monto, who chairs the FDA advisory panel, applauded the agency’s willingness to withhold a full-throated call for boosters until a stronger case can be made. And he suggested that as more evidence accumulates, boosters for all might still get the nod.

“That’s the beauty of the emergency use authorization,” said Monto, an epidemiologist at University of Michigan. “It can be changed based on changing data.”

This story originally appeared in Los Angeles Times.

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CN Rail to slash capital spending, resume stock buybacks as shareholder battle looms – The Globe and Mail

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CN’s announcement came less than a day after its second-largest investor, TCI Fund Management, gave the company 21 days to call a shareholder meeting at which TCI plans to oust CN’s chairman, chief executive officer and two directors.

DARRYL DYCK/The Canadian Press

Canadian National Railway Co. has moved to fend off a battle for control of the company’s boardroom, rolling out a list of investor-friendly plans Friday that includes share buybacks, layoffs and reduced spending.

CN unveiled the changes, including the sale of non-rail businesses and other steps intended to boost profit and improve productivity, as it defended its actions in the failed takeover of U.S. railway Kansas City Southern.

CN’s announcement came less than a day after its second-largest investor, TCI Fund Management, gave the company 21 days to call a shareholder meeting at which TCI plans to oust CN’s chairman, chief executive officer and two directors.

Mathieu Gaudreault, a CN spokesman, said the company received TCI’s meeting requisition notice and will respond later.

British billionaire Chris Hohn, who owns TCI, said CN is poorly run by people with little or no rail experience. Mr. Hohn said the failed attempt to buy Kansas City Southern underlined CN’s “flawed decision making” and “a basic misunderstanding of the railroad industry and regulatory environment.”

Ben Walker, a partner in TCI, dismissed CN’s Friday announcement as “reactive” and said it does not change the plans to wage a boardroom fight. The dissatisfaction with CN’s leadership precedes the failed KCS bid, he said, pointing to CN’s underperformance in recent years compared with its rivals.

“A lot of the things they’re doing should have been done already as part of a continuous improvement plan and efficiency optimization,” Mr. Walker said by phone. “We’re hopeful that shareholders will vote for our slate of independent, high-quality nominees.”

KCS agreed to a cheaper bid from rival Canadian Pacific Railway Ltd. and is awaiting regulatory approval.

On a conference call with analysts Friday, CN executives defended their handling of the KCS bid and said the company’s management and board were the best people to lead the company.

“We have the right leadership team and management team to execute our strategic plan, both in the short term and the long term,” said Jean-Jacques Ruest, CN’s chief executive officer. “We have a vision for the industry which is forward-looking, not backward-looking.”

Mr. Ruest said the non-rail businesses that could be sold or shut down include its Great Lakes commodity ships, freight forwarding business and Winnipeg trucking company TransX Group, which CN bought in 2019.

“There is no sacred cow at CN,” Mr. Ruest said on the call. “Do they fit in the long-term strategy? Do they also contribute to feeding the beast or bringing business to the railroad?”

CN said it will eliminate 650 management jobs and 400 unionized positions in train operations.

Walter Spracklin, a Royal Bank of Canada stock analyst, said CN’s “strategic refocus” was inevitable.

“It is clear to us that CN’s operating efficiency has deteriorated over the past several years and the company has gone from industry leader to industry laggard,” Mr. Spracklin said. “That said, as an early pioneer of [precision scheduled railroading], we believe the company has the potential to achieve … efficiency levels that are among the best in the industry.”

TCI’s nominees to CN’s board include former CN and Union Pacific Railroad executive Jim Vena as CEO.

The US$40-billion hedge fund, launched in 2003 by Mr. Hohn, owns more than 5 per cent of CN’s shares, worth about $4-billion. TCI is also the largest owner of CP shares, at 8 per cent, and owns almost 3 per cent of Union Pacific.

In 2008, TCI led a boardroom fight at U.S. railway CSX Corp., replacing four of 12 directors.

Among the steps CN announced Friday:

  • Resuming share repurchases to reach $1.1-billion by the end of January, 2022;
  • Increasing shareholder returns, including share buybacks of $5-billion for 2022;
  • Replacing two directors in 2022, including chairman Robert Pace, whose planned retirement was previously announced;
  • Improving the operating ratio, which compares sales with costs, to 57 per cent; and
  • Increasing train length and speed.

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US FDA panel okays COVID-19 booster jabs for people over 65 – Al Jazeera English

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Recommendation comes after science advisory panel rejects Pfizer proposal to provide booster jabs to most people.

A United States Food and Drug Administration (FDA) advisory panel has given approval to a booster jab of the Pfizer COVID-19 vaccine for people over the age of 65 and others at high risk of the disease.

But the influential FDA panel of scientists on Friday rejected widespread delivery of boosters to most Americans, delivering a surprise blow to the Biden administration’s plan to combat the highly contagious Delta variant by rolling out third jabs of the vaccine next week.

Members of the FDA’s panel of outside experts voted unanimously to support boosters for older Americans and at-risk people after rejecting Pfizer’s proposal to provide boosters of the vaccine to the general public.

The FDA’s move to clear the way for booster jabs only for older and at-risk people came as President Joe Biden planned to host a COVID-19 summit on the sidelines of the United Nations General Assembly in New York next week.

The US has been pushing partner nations to increase the availability of vaccines worldwide. The World Health Organization has urged the US to hold off providing boosters to its citizens until more of the worldwide population has received an initial inoculation.

“We will be asking participants to commit to a higher level of ambition” on a “common vision for defeating COVID-19 together”, White press secretary Jen Psaki said in a statement.

During several hours of discussion, the FDA panel of scientific advisers voiced frustration that Pfizer had provided little data on the safety of extra doses. And they complained information provided by Israeli researchers about their booster campaign was not useful for predicting the US experience.

Pfizer Inc and its German partner BioNTech, as well as rival vaccine maker Moderna Inc, have presented analyses of clinical trials showing that the effectiveness of the vaccines wanes over time.

As a result, people who were vaccinated earlier on in the pandemic are now more vulnerable to infections, particularly in the face of the fast-spreading Delta variant of coronavirus.

Booster doses help restore the waning levels of antibodies produced by the original inoculation, the drugmakers have said.

Top FDA members have been split on the necessity of the boosters, with interim head Janet Woodcock backing them but some of the agency’s top scientists arguing they are not needed yet.

Members of the advisory panel said the Pfizer and the FDA request for approval for people as young as 16 years old is too broad. Most of them said they would support boosters for older Americans, but did not think they were needed yet for younger adults.

Many vaccine experts said the data so far only suggested a need for boosters in older adults and people with compromised immune systems. The critics include two FDA scientists who resigned as the Biden administration announced its booster shot plans.

A separate panel advising the US Centers for Disease Control and Prevention (CDC) will meet next week to recommend which groups should get them.

The White House said it was ready to roll out boosters next week if health officials approve the plan. That programme now is likely to be narrowed in light of the advisory panel’s views and the FDA’s partial approval of the use of boosters.

A report published in The Lancet medical journal on September 13 concluded that even with the threat of the more contagious Delta variant, “booster doses for the general population are not appropriate at this stage in the pandemic.”

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