TCI Funds Lays Out Board Nominees for Canadian National
September 13 2021 - 10:01AM
Dow Jones News
By Dave Sebastian
Canadian National Railway Co. shareholders CIFF Capital UK LP
and the Children's Investment Master Fund, acting by their
investment manager TCI Fund Management Ltd., have laid out their
board nominees as they plan to call for a board refresh and a
change in chief executive.
TCI first announced publicly its intention to call a shareholder
meeting last week. On Sunday, Kansas City Southern said a recent
takeover from Canadian Pacific Railway Ltd. is superior to the one
it had accepted from Canadian National.
TCI on Monday said the four nominees are Gilbert Lamphere, the
chairman of freight-rail company MidRail Corp.; Allison Landry, an
independent director on the board of less-than-truckload carrier
XPO Logistics Inc.; Rob Knight, the former finance chief of Union
Pacific Corp.; and Paul Miller, a Canadian National executive from
1978 to 2011.
If elected, the nominees will help select their candidate, Jim
Vena, as chief executive, TCI said. Mr. Vena served at CN as chief
operating officer and worked at the company for 40 years.
A spokesman for Canadian National said the company has no
immediate comment.
TCI owns 5.2% of outstanding shares in the company, according to
FactSet. It also owns a roughly 8% stake in Canadian Pacific and
favors a deal between that railroad and Kansas City Southern.
As set out in the terms of its existing agreement with Kansas
City Southern, Canadian National now has five business days to
improve its offer to avoid termination of the deal. It could also
choose to walk away--and receive a $700 million breakup fee and
reimbursement for a similar fee it previously covered.
Canadian National's bid suffered a major setback Aug. 31, when
the Surface Transportation Board, a five-member panel that must
bless mergers of freight railroads, ruled that the company wouldn't
be permitted to complete a deal using a temporary voting trust that
was a crucial to part of the offer. The STB ruled that Canadian
National hadn't demonstrated that its use of a voting trust would
be consistent with the public interest.
Chris Hohn, TCI's founder and managing partner, criticized
Canadian National's bid for Kansas City Southern, saying that the
board "misjudged" the STB. "CN should focus on getting better
rather than bigger," he said.
Write to Dave Sebastian at dave.sebastian@wsj.com
(END) Dow Jones Newswires
September 13, 2021 09:46 ET (13:46 GMT)
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