CN said that it will be seeking legal relief in order to permit the company to close on its proposed acquisition of the major portion of the Elgin, Joliet & Eastern Railway Company (EJ&E). Relief will be required now that the Surface Transportation Board (STB) has declined CN’s request for a fixed timetable that would conclude its regulatory review by the end of the year, and the seller, United States Steel Corporation (US Steel), has informed CN that it will not extend the Stock Purchase Agreement (SPA) for the transaction beyond December 31, 2008. “Given the significant uncertainty on the date for completion of our proceeding after issuance of the STB’s time limits decision, and the fact that US Steel has read the SPA to require that this transaction close by December 31, 2008, CN contacted US Steel last week to formally request an extension of the deadline,” said E. Hunter Harrison, President and Chief Executive Officer of CN. “US Steel is prepared to cooperate with CN towards the goal of closing the transaction in 2008, but it will not agree to extend the SPA. Therefore, we need a decision in this case, and we have decided to seek legal relief to allow CN to close on the transaction prior to December 31, 2008.”
Harrison noted that CN asked the STB in May 2008 for time limits for the STB’s regulatory review and for issuance of a final decision on this transaction consistent with the terms of CN’s SPA with US Steel.
In response, the STB established a 60-day timetable for interested parties to submit comments on the Draft Environmental Impact Statement (DEIS). The STB’s decision projected issuance of the final EIS between December 1, 2008 and January 31, 2009, with a final decision on the transaction to be served as soon as possible thereafter, pursuant to Council on Environmental Quality regulations. As a result, the STB’s final decision could be served during the December 1, 2008 to March 2, 2009 time frame, with the STB’s final decision becoming effective then or later. The STB also reserved the right to adjust this schedule as necessary. CN will provide more detail in the near future on the legal relief it will be seeking to ensure that this transaction is allowed to close in the public interest. In the meantime, CN will continue to work with affected communities along the EJ&E line in an effort to reach voluntary mitigation agreements addressing environmental concerns associated with increased train traffic on the EJ&E line. CN also has been actively engaged in the environmental review process undertaken by the STB’s Section of Environmental Analysis (SEA) and will be participating in the public hearings that will be conducted by SEA in communities in the region in August and September.
“The public interest calls for the STB to complete its review of the transaction and, should it be approved, to serve a decision that would allow the transaction to close by the end of the year,” Harrison said. “This transaction would not simply benefit CN and its customers - this transaction is in the broader regional and national interest. A more efficient rail system benefits businesses that rely on freight rail transportation and is an important component in the competitiveness of Chicago as a critical rail hub for the United States.
“Shifting CN’s trains to the underutilized EJ&E line would bring benefits for millions of residents in downtown Chicago while also streamlining rail operations. For every community along the EJ&E line that would see increased train traffic as a result of this transaction, nearly double that number along other rail lines would experience a traffic decrease. CN recognizes the concerns of the communities along the EJ&E line about increased train traffic, and we have been working for the past several months with community leaders on appropriate mitigation measures for reducing adverse impacts.”
CN and US Steel announced on September 26, 2007, an agreement under which CN would acquire most of the EJ&E for $300 million, subject to regulatory approval by the STB. The transaction would