As of the close of business on December 13, 2021, the reporting persons beneficially owned an aggregate of 7,063,418 shares of the Issuer’s Common Stock or 7.8% of the Issuer’s Common Stock outstanding, which percentage was calculated based on 90,980,440 shares of the Issuer’s Common Stock outstanding as of October 14, 2021, as reported in the Issuer’s proxy statement filed on November 3, 2021.
On December 14, 2021, the Issuer was acquired by Canadian Pacific Railway Limited ("Canadian Pacific") through a series of transactions pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") dated as of September 15, 2021, by and among the Issuer, Canadian Pacific, Cygnus Merger Sub 1 Corporation and Cygnus Merger Sub 2 Corporation. In connection with such transactions, each issued and outstanding share of the Issuer’s Common Stock (other than certain excluded shares as described in the Merger Agreement) was converted into the right to receive (A) 2.884 common shares of Canadian Pacific and (B) $90.00 in cash, without interest. Accordingly, following the consummation of the transactions contemplated by the Merger Agreement, the reporting persons no longer beneficially owned any shares of the Issuer’s Common Stock.
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CUSIP No. | | 485170302 | SCHEDULE 13G | Page | | 12 | | of | | 15 |
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote -0-
(ii) Shared power to vote or to direct the vote
-0- (See Item 4(a))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
-0- (See Item 4(a))
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. | | 485170302 | SCHEDULE 13G | Page | | 13 | | of | | 15 |
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of December 17, 2021, by and among Integrated Core Strategies (US) LLC, ICS Opportunities II LLC, ICS Opportunities, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
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CUSIP No. | | 485170302 | SCHEDULE 13G | Page | | 14 | | of | | 15 |
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| | | SIGNATURE | | | | | | | |
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: December 17, 2021
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP, its Managing Member
By: Millennium Management LLC, its General Partner |
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By: /s/ Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | ICS OPPORTUNITIES II LLC
By: Millennium International Management LP, its Investment Manager |
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By: /s/ Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP, its Investment Manager |
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By: /s/ Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | MILLENNIUM INTERNATIONAL MANAGEMENT LP |
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By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | MILLENNIUM MANAGEMENT LLC |
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By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | MILLENNIUM GROUP MANAGEMENT LLC |
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By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | |
/s/ Israel A. Englander |
Israel A. Englander
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CUSIP No. | | 485170302 | SCHEDULE 13G | Page | | 15 | | of | | 15 |
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| | | EXHIBIT I | | | | | | | |
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| | | JOINT FILING AGREEMENT | | | | | | | |
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.01 per share, of Kansas City Southern, a Delaware corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: December 17, 2021
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP, its Managing Member
By: Millennium Management LLC, its General Partner |
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By: /s/ Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | ICS OPPORTUNITIES II LLC
By: Millennium International Management LP, its Investment Manager |
|
By: /s/ Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP, its Investment Manager |
|
By: /s/ Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | MILLENNIUM INTERNATIONAL MANAGEMENT LP |
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By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | MILLENNIUM MANAGEMENT LLC |
|
By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | MILLENNIUM GROUP MANAGEMENT LLC |
|
By: /s/Gil Raviv |
Name: Gil Raviv Title: Global General Counsel | |
/s/ Israel A. Englander |
Israel A. Englander
|