An ongoing battle between Kansas City Southern and Grupo TMM, S.A. has been resolved.

      The two companies announced an amended acquisition agreement whereby TMM will sell its 51 percent voting interest in Grupo Transportación Ferroviaria Mexicana, S.A. de C.V. to KCS for $200 million in cash, 18 million shares of KCS common stock, $47 million in a two-year promissory note, and up to $110 million payable in a combination of cash and KCS common stock upon successful resolution of the current proceedings related to the VAT Claim and the Put with the Mexican government.

      The $47 million promissory note and a portion of the $110 million contingent payment will be subject to certain escrow arrangements to cover potential indemnification claims. The boards of directors of both companies have approved the transaction.

      As part of the transaction, KCS will also enter into a three-year consulting contract with a consulting firm controlled by José Serrano Segovia. KCS and TMM have also agreed that upon completion of the transaction all litigation between the two companies will be dismissed.

      Consummation of the transaction remains subject to the satisfaction of certain conditions, including KCS shareholder approval. TMM’s controlling shareholders have entered into a voting trust providing for approval of the transaction.

      Both the Mexican Foreign Investment Commission and the Mexican Federal Competition Commission have approved acquisition of the controlling interest in TFM by KCS. Although KCS and TMM previously satisfied the requirements of the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, that authorization has expired and the parties have agreed to file the required information promptly with...

 ...Continued in the pages of Twin Plant News, Subscribe Today!