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Opinion: CP Rail's CEO unveils new tactics to win U.S. takeover battle – The Globe and Mail



Canadian Pacific Railway president and CEO Keith Creel addresses the company’s annual meeting in Calgary on May 10, 2017.

Jeff McIntosh/The Canadian Press

In the past two decades, Canadian railways attempted three major U.S. takeovers, only to back down each time in the face of opposition from U.S. regulators.

Canadian Pacific Railway Ltd. chief executive Keith Creel is taking an innovative approach to ensuring the Calgary-based company doesn’t swing and miss on the latest big deal, a proposed US$25.2-billion purchase of Kansas City Southern (KCS). If Mr. Creel, a former U.S. Army officer who served in the Gulf War, can win a victory, he will create a blueprint for mergers between major players in every sector of a mature North American economy.

In launching a bid for KCS, Mr. Creel’s challenge was balancing the need to move quickly to satisfy investors, and minimize day-to-day disruption at the two railways, while respecting the fact that regulators at the U.S. Surface Transportation Board (STB) could take more than a year to pass judgment on the deal.

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The STB hasn’t approved a major railway merger in more than 20 years, nixing Canadian National Railway’s bid for Burlington Northern Santa Fe in 2000. Between 2014 and 2016, prior to Mr. Creel’s arrival at the company, CP Rail couldn’t close deals with rivals CSX Corp. and Norfolk Southern Corp.

Mr. Creel’s shift in tactics is to stage this takeover in two steps. To keep investors happy, CP Rail will create an independent trust. The trust will buy all of KCS’s shares for US$275 each, made up of 0.489 of a CP Rail share and US$90 in cash.

The trust is expected to pay for the KCS shares later this year, an extremely tight, investor-friendly schedule for a takeover this size. Until U.S. regulators weigh in, the trust will own KCS. The two current management teams and boards will stay in place and nothing will be done to integrate the two railways. That gives the regulators time to do their work.

CP Rail said the STB is expected to approve the takeover by the middle of 2022. Only then can Mr. Creel join the two companies and begin running trains on 20,000 miles of track, stretching from the Pacific to the Atlantic to southern Mexico. If the STB blocks the takeover – something that Mr. Creel said on Sunday is unlikely – CP Rail would have about two years to wind down the trust and do a “controlled disposition” of KCS, supervised by the regulator.

On Sunday, Mr. Creel pitched this takeover as customer-friendly, and one that increases competition by making CP Rail larger and more efficient. There’s no overlap between the two railways’ networks, so no customer loses a key supplier. There are currently seven major, or Class 1, railways in North America, and CP Rail and KCS are the two smallest players on that list.

If the STB buys into CP Rail’s logic and approves the merger in a year’s time, Mr. Creel’s trust will show large companies in every sector – tech, transport, manufacturing – how to balance investors’ need for speed against the regulator’s sedate pace. If this becomes the latest failed railway takeover, KCS shareholders will have the satisfaction of knowing they got paid a premium almost a year before, and were able to move on.

CP Rail looked to BMO Capital Markets and Goldman Sachs & Co. LLC as its financial advisers. The Canadian railway’s lawyers are at Sullivan & Cromwell LLP, Bennett Jones LLP, David L. Meyer and Mexico’s Creel-Garcia-Cuellar, Aiza y Enriquez, S.C. The CP Rail board hired investment bank Evercore and law firm Blake, Cassels & Graydon LLP.

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‎BofA Securities and Morgan Stanley & Co. LLC advised Kansas City Southern. The U.S. railway hired law firms Wachtell, Lipton, Rosen & Katz; Baker & Miller PLLC; Davies Ward Phillips & Vineberg LLP; WilmerHale; and White & Case, S.C.

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Canadian Business During the Pandemic



In 2019 the world was hit by the covid 19 pandemic and ever since then people have been suffering in different ways. Usually, economies and businesses have changed the way they work and do business. Most of which are going towards online and automation.

The people most effected by this are the laymen that used to work hard labors to make money for there families. But other then them it has been hard for most business to make such switch. Those of whom got on the online/ e commerce band wagon quickly were out of trouble and into the safe zone but not everyone is mace for the high-speed online world and are thus suffering.

More than 200,000 Canadian businesses could close permanently during the COVID-19 crisis, throwing millions of people out of work as the resurgence of the virus worsens across much of the country, according to new research. You can only imagine how many families these businesses were feeding, not to mention the impact the economy and the GDP is going to bear.

The Canadian Federation of Independent Business said one in six, or about 181,000, Canadian small business owners are now seriously contemplating shutting down. The latest figures, based on a survey of its members done between Jan. 12 and 16, come on top of 58,000 businesses that became inactive in 2020.

An estimate by the CFIB last summer said one in seven or 158,000 businesses were at risk of going under as a result of the pandemic. Based on the organization’s updated forecast, more than 2.4 million people could be out of work. A staggering 20 per cent of private sector jobs.

Simon Gaudreault, CFIB’s senior director of national research, said it was an alarming increase in the number of businesses that are considering closing.

We are not headed in the right direction, and each week that passes without improvement on the business front pushes more owners to make that final decision,”

He said in a statement.

The more businesses that disappear, the more jobs we will lose, and the harder it will be for the economy to recover.

In total, one in five businesses are at risk of permanent closure by the end of the pandemic, the organization said.

The new sad research shows that this year has been horrible for the Canadian businesses.


The beginning of 2021 feels more like the fifth quarter of 2020 than a new year,” said Laura Jones, executive vice-president of the CFIB, in a statement.

She called on governments to help small businesses “replace subsidies with sales” by introducing safe pathways to reopen to businesses.

There’s a lot at stake now from jobs, to tax revenue to support for local soccer teams,”

Jones said.

Let’s make 2021 the year we help small business survive and then get back to thriving.”

The whole world has suffered a lot from the pandemic and the Canadian economy has been no stranger to it. We can only pray that the world gets rid of this pandemic quickly and everything become as it used to be. Although I think it is about time, we start setting new norms.

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Shopify shares edge up after falling on executive departures



By Chavi Mehta

(Reuters) -Shopify Inc shares edged higher on Thursday, recovering partially from the previous day’s fall, with analysts saying the news of planned senior executive departures may have limited impact due to the company’s deep talent pool.

Chief Executive Officer Tobi Lutke said in a blog post on Wednesday the company’s chief talent officer, chief legal officer and chief technology officer will all leave their roles.

“We remain confident it (Shopify) can continue to execute at a high level, despite the departures,” Tom Forte, analyst at D.A. Davidson & Co said, pointing to the company’s “deep bench of talented executives.”

Shopify, which provides infrastructure for online stores, has seen its valuation soar in the past year as many businesses went virtual during the COVID-19 lockdowns, turning it into Canada‘s most valuable company.

Shopify declined to comment further on Lutke’s statement suggesting current company leaders would step in to fill the three roles. After chief product officer Craig Miller left in September, Lutke took on the role in addition to CEO.

The Ottawa-based company is Canada‘s biggest homegrown tech success story, founded in 2006 and supporting over 1 million businesses globally, according to the company.

Jonathan Kees, analyst at Summit Insights Group, called the timing of the departures “a little alarming” but said the specific roles make it less concerning, given that the executives leaving are “more back-office roles.”

Lutke said each one of them had their individual reasons to leave, without giving details.

“I am willing to give Tobi’s explanation the benefit of the doubt,” Kees added.

Toronto-listed shares of Shopify were up 3.5% at C$1526.41 on Thursday, giving it a market value of C$188 billion ($150 billion). It ended down 5.1% on Wednesday.

“While we would refer to the departure of three high-level executives as ‘significant,’ we would not refer to it as a ‘brain drain,'” Forte added.

($1 = 1.2541 Canadian dollars)

(Reporting by Subrat Patnaik in Bengaluru; additional reporting by Moira Warburton in Vancouver; Editing by Sherry Jacob-Phillips and Dan Grebler)

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Almost half of Shopify’s top execs to depart company: CEO



By Moira Warburton

(Reuters) – Three of e-commerce platform Shopify’s seven top executives will be leaving the company in the coming months, chief executive officer and founder of Canada‘s most valuable company Tobi Lutke said in a blog post on Wednesday.

The company’s chief talent officer, chief legal officer and chief technology officer will all transition out of their roles, Lutke said, adding that they have been “spectacular and deserve to take a bow.”

“Each one of them has their individual reasons but what was unanimous with all three was that this was the best for them and the best for Shopify,” he said.

The trio follow the departure of Craig Miller, chief product officer, in September. Lutke took on the role in addition to CEO.

Shopify, which provides infrastructure for online stores, has seen its valuation soar in the last year as many businesses went virtual during COVID-19 lockdowns. It has a market cap valuation of C$182.7 billion ($146 billion), above Canada‘s top lender Royal Bank of Canada.

It is Canada‘s biggest homegrown tech success story, founded in 2006 and supporting over 1 million businesses globally, according to the company.

“We have a phenomenally strong bench of leaders who will now step up into larger roles,” Lutke said, but did not name replacements.

Shopify said in February revenue growth would slow this year as vaccine rollouts encourage people to return to stores and warned it does not expect 2020’s near doubling of gross merchandise volume, an industry metric to measure transaction volumes, to repeat this year.

Chief talent officer, Brittany Forsyth, was the 22nd employee hired at Shopify and has been with the company for 11 years. She said on Twitter that post-Shopify she would be focusing on Backbone Angels, an all-female collective of angel investors she co-founded in March.

Shopify shares fell 5.1% while the benchmark Canadian share index ended marginally down.

($1 = 1.2515 Canadian dollars)


(Reporting by Moira Warburton in Toronto; Editing by Aurora Ellis)

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