NEW YORK–(BUSINESS WIRE)–Apr 25, 2021–
SGHC Limited (“SGHC”, “Super Group” or the “Company”) has entered into a definitive agreement with Sports Entertainment Acquisition Corp. (NYSE: SEAH) (“SEAH”), a publicly traded special purpose acquisition company, to bring its leading global online sports betting and gaming group to the U.S. public markets.
The group’s successful sports betting and online gaming offerings are underpinned by its scale and leading technology, enabling fast and effective entry into new markets, while its proprietary marketing and data analytics engine empowers it to responsibly provide a unique and customized customer experience.

The combination with SEAH will give Super Group access to the capital markets and a strong platform to accelerate its global growth strategy, as well as expansion into the fast-growing U.S. online sports betting and gaming market.
Neal Menashe, CEO of Super Group, said: “We have established our group as a truly global, scaled and profitable digital gaming business, delivering on our vision to bring first-class entertainment to the worldwide betting and gaming community. Becoming a public company will give us the tools to continue to grow our leading product and technology offering and deliver a strengthened brand-driven marketing strategy.”
“This listing will position us strongly to capitalize on the significant global growth opportunities ahead ‒ including in the U.S. market ‒ enabling us to further expand our robust, loyal and engaged customer base. In Eric and John, we have found the perfect partners with expertise across sports, entertainment and public markets to help us navigate our next phase of growth.”
Eric Grubman, Chairman of the Board of Directors of SEAH, said: “Super Group is an online gaming and betting powerhouse with a track record of global growth and a strong balance sheet. Super Group’s core DNA is rooted in digital technology, which drives its unparalleled expertise in data and analytics. Neal and Super Group’s diverse and multi-talented global team have a great playbook for how to successfully launch and achieve profitable growth in new markets, and we look forward to partnering closely with them on this exciting next chapter as a public company.”
Proven Success of Entry into New Markets
Through its tailored marketing, global brand strategy and technology the group has a proven track record of profitably entering and building leadership positions in key markets across the globe. It is licensed in 23 jurisdictions around the world, excluding the U.S.
Betway currently has more than 60 brand partnerships with many teams, leagues and sport personalities across the globe. These include some of the world’s leading sports franchises, such as the U.S. NBA teams Chicago Bulls, Golden State Warriors, Brooklyn Nets and LA Clippers; English Premier League football team West Ham United; and Ninjas in Pyjamas, the Esports team.
Super Group is ideally placed to capitalize on the forecast growth in the global online betting and gaming market, which is expected to exceed $100 billion by 2025, according to H2 Capital.
Targeting the fast-growing U.S. market, Super Group has entered into an agreement to acquire Digital Gaming Corporation (“DGC”), subject to obtaining customary regulatory approvals. DGC has the exclusive right to use the Betway brand in the U.S. and has secured market access for online sports betting and gaming in up to an initial 10 U.S. states including Pennsylvania, New Jersey, Colorado, Indiana and Iowa. DGC’s first bet in the U.S. was taken in March 2021.
Super Group’s U.S. growth plans will be complemented by Eric Grubman and John Collins who bring with them a wealth of experience and relationships within the broader U.S. sports and entertainment ecosystem. In addition, the group will continue the roll out of its offerings on a global basis including the launch in multiple new licensed territories in 2021.
Key Transaction Terms
The combined company intends to apply to list its shares on the New York Stock Exchange (“NYSE”) under the new ticker symbol “SGHC”. Upon closing of the transaction, the combined company will operate under the name Super Group.
SEAH has agreed to combine with Super Group based on a $4.75 billion pre-money equity valuation. Assuming no redemptions by SEAH’s shareholders: (i) the transaction will deliver approximately $450 million of cash (currently held in trust) to the combined company; (ii) Super Group’s existing shareholders will hold approximately 88% of the shares in the combined company on closing; and (iii) the group will have approximately $200 million in cash on its balance sheet on closing.
Shareholders comprising more than 70% of Super Group’s equity will not be selling any shares and will roll their entire equity positions into the public company. The boards of directors of Super Group and SEAH have unanimously approved this transaction.
The transaction requires the approval of shareholders of SEAH, is subject to other customary closing conditions and is expected to close in the second half of 2021.
Investor Presentation Information  
Investors may listen to a conference call regarding the proposed business combination on April 26, 2021, at 8:30 am ET. The call can be accessed by visiting Super Group’s website at www.sghc.com/investors.
Investors may also access an investor presentation available on the Super Group website and filed with the U.S. Securities and Exchange Commission (the “SEC”)  as an exhibit to a Current Report on Form 8-K prior to the call, and available on the SEC website at  www.sec.gov.
Advisors
Oakvale Capital LLP acted as exclusive financial advisor to Super Group. Goldman Sachs & Co. LLC. and PJT Partners acted as financial advisors to SEAH. Cooley LLP acted as lead legal advisor to Super Group. Herzog Fox & Neeman, Saiber LLC and Wiggin LLP also assisted with legal advice to Super Group. Ropes and Gray acted as lead legal advisor to SEAH. Blank Rome and CMS also assisted with legal advice to SEAH.
Notes to Editors:
About SGHC
SGHC (Super Group) is the holding company for leading global online sports betting and gaming businesses: Betway, a premier online sports betting brand, and Spin, a multi-brand online casino offering. The group is licensed in 23 jurisdictions, with leading positions in key markets throughout Europe, the Americas and Africa. The group’s successful sports betting and online gaming offerings are underpinned by its scale and leading technology, enabling fast and effective entry into new markets. Its proprietary marketing and data analytics engine empowers it to responsibly provide a unique and personalized customer experience. For more information, visit www.sghc.com.
About Sports Entertainment Acquisition Corp.

Sports Entertainment Acquisition Corp. is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. SEAH is focused on targets in the sports and entertainment sectors as well as the technology and services that are associated with these verticals. Its Class A common stock trades on the New York Stock Exchange (the “NYSE”) under the symbol “SEAH”. SEAH’s management team is led by Eric Grubman and John Collins who each have decades of experience identifying, acquiring, operating and creating value for the owners of leading companies and entities. For more information, visit www.sportsentcorp.com.
Additional Information and Where to Find It
This press release relates to a proposed transaction between Super Group and SEAH. This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Super Group, the combined company or SEAH, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended. Super Group (SGHC) Limited intends to file a registration statement on Form F-4 with the SEC, which will include a document that serves as a prospectus and proxy statement of SEAH, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all SEAH shareholders. SEAH also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of SEAH are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.
Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by SEAH through the website maintained by the SEC at www.sec.gov.
Participants in Solicitation
SEAH and its directors and executive officers may be deemed to be participants in the solicitation of proxies from SEAH’s shareholders in connection with the proposed transaction. A list of the names of the directors and executive officers of SEAH and information regarding their interests in the business combination is set forth in SEAH’s registration statement on Form S-1 (Registration No. 333-248798) originally filed with the SEC on September 14, 2020. Additional information regarding the interests of such persons and other persons who may be deemed participants in the solicitation will be contained in the registration statement and the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.
Forward-Looking Statements
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Certain statements made in this press release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Such “forward-looking statements” with respect to the proposed transaction between Super Group and SEAH include statements regarding the benefits of the transaction and growth of the combined business.
These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, expectations and timing related to market entries and expansion, projections of market opportunity and growth, potential benefits of the transaction and the potential success of Super Group and SEAH. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “pipeline,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.

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SOURCE / GT VOICE
GT Voice: Chinese IPOs in the US keep growing despite tense ties

By Global Times Published: Apr 25, 2021 07:48 PM

Pedestrians wearing face masks walk past the New York Stock Exchange in New York, the US, on March 18. Photo: Xinhua
While relationship between China and the US seems to have ebbed to their lowest level in many years, the story in the financial sector may be completely divergent, with Chinese companies lining up to float in the US stock market recently.Chinese companies have raised $6.6 billion through initial public offerings in the US this year, marking a new record and an eightfold increase compared with the same period last year, according to a Bloomberg report on Sunday.Meanwhile, data from Deloitte China also showed that the first quarter of this year saw 20 Chinese companies get listed in the US stock market, compared to six in first quarter of 2020.The record going-public for Chinese companies in the US has occurred at a time when China-US relations are fraught and US securities regulators are planning for intensified scrutiny over US-listed foreign companies’ accounting issues.In late March, the US Securities and Exchange Commission announced it would begin to implement the Holding Foreign Companies Accountable Act (HFCAA) to tighten oversight of US-listed foreign companies. While the Trump administration law is aimed at all non-US companies, it is widely believed to target Chinese listed companies in the US market. Under the HFCAA, companies that fail to comply with the American auditing standards for three years in a row will be delisted from US exchanges, but the Chinese laws and regulations don’t allow US securities regulators to examine the auditing records of Chinese companies on national security concerns.But it seems that neither geopolitical tensions nor the risk of being ousted from US exchanges have deterred the accelerating listing trend of Chinese companies. The reasons are not hard to discern. For starters, the US Federal Reserve’s unprecedented quantitative easing policy has left the US financial markets with flooded liquidity, which presents good timing for many Chinese start-ups to seek funding. Second, American investors cannot resist the appeal of sharing the dividend of China’s rapid economic transformation by pouring into some innovative Chinese companies.To a certain extent, the red-hot financing could be symbolic of the economic and trade cooperation between the world’s two largest economies, which has proved to be resilient enough to withstand uncertainties caused by a wave of so-called ‘decoupling push’ by the hardline politicians in Washington.In fact, despite policy headwinds from Washington during recent years, securities investments between China and the US have become one of the world’s fastest-growing and largest bilateral investment relations. According to a report from New York-based Rhodium Group, by the end of last year, Chinese investors held about $2.1 trillion in securities issued by US companies and organizations, while US investors held $1.2 trillion in securities issued by Chinese companies.The China-US economic competition or rivalry has been a focus of attention in the global arena, but there exists tight interdependence in this important relationship, especially when it comes to economic and trade cooperation. Some US politicians have tried to hype up the competition part of the bilateral ties, through instruments such as writing the Strategic Competition Act of 2021 which reportedly aims to counter China’s rise.What they fail to see is that the economic bond between the two countries has been growing on the basis of the complementarities of their economic structures. Any attempt to deny this connection and try to sever the ties will actually go against what the market wants and will not succeed.

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In four minutes, cyber looters pilfered $34,123 worth of virtual currency from a Virginia resident’s Coinbase (COIN) account, the 38-year-old told Yahoo Finance.  The man, Ben, says it’s still missing despite his appeals to Coinbase, the FBI, the Securities and Exchange Commission (SEC), the Consumer Financial Protection Bureau (CFPB), the Financial Crimes Enforcement Network (FinCEN), lawmakers, and the Better Business Bureau (BBB). In order for Ben to comply with a policy of his employer, we have not used his full name to protect his anonymity. Ben’s loss is one of dozens reported over the past five years concerning breached accounts on the popular trading platform, which started trading publicly on Wednesday, April 14, and has become the world’s most popular exchange for buying and selling digital currencies. While its popularity may make it a target, Coinbase is not the only cryptocurrency trading platform with consumer accounts that have been hacked.For its part, Coinbase emphasizes the trading platform itself has never sustained a breach by hackers. Moreover, Coinbase says, unauthorized transactions are rare. In 2020, just 0.004% of customers experienced transactions where their email accounts were taken over, SIM swaps attacks occurred on their cellphones, or other personal information unrelated to Coinbase was breached, according to Coinbase.”It has become harder and harder to protect all of your online accounts, given the amount of personal information that has become available to bad actors,” Coinbase chief technology officer Philip Martin acknowledged in a recent interview with Yahoo Finance. He added, “Coinbase acknowledges that these are terrible crimes that can have a significant impact on consumers and believes more awareness and education on how to protect online accounts is critical.”Victims knock on ‘every possible door’Still, two legal experts say the U.S. legal and regulatory system does little to compel Coinbase as well as other exchanges to adopt even stronger safeguards for consumer accounts or to refund stolen account assets. These practices stem from “absolutely horrible” laws, arbitration clauses, and virtually zero law enforcement, according to Max Dilendorf, a lawyer who represents cryptocurrency investors. Story continues“They don’t work. It’s just so frustrating,” he said. “I see cases where people lost life savings, then they knock on every possible door.”Coinbase Founder and CEO Brian Armstrong attends Consensus 2019 at the Hilton Midtown on May 15, 2019 in New York City. (Photo by Steven Ferdman/Getty Images)Ben is still knocking, and like many cryptocurrency investors, to no avail. In an interview with Yahoo Finance, he described scrambling to deactivate his account following what he thought was a typical sign-in using two-factor email authentication generated from Coinbase’s email address. “I watched in real time as my portfolio went down and down in value,” Ben said. “From the time I logged in, to the time I deactivated, it was nine minutes. And in those nine minutes, there were four minutes with 18 separate transactions.”The rapid-fire transactions in Ben’s case consolidated all of his virtual currencies — including bitcoin (BTC), ethereum (ETH-USD), litecoin (LTC-USD), zcash (ZEC-USD), augur (REP-USD), stellar (XLM-USD), dai (DAI), and chainlink (LINK-USD) — into bitcoin cash (BCH-USD), then exported the funds to an external account, he said.Ben notified Coinbase, which he said prompted a series of frustrating reply emails that appeared to have the hallmarks of bot, rather than human communications. Then came the devastating news: Coinbase said it was unable to reverse the transactions, attributed the loss to a “remote takeover” of his desktop computer, and advised him to report the matter to law enforcement. He said Coinbase’s explanation that his funds were taken during a remote takeover of his computer seem puzzling because he used two-factor authentication to access his account, while running antivirus software on his desktop. Another scan immediately following the unauthorized withdrawals also uncovered no threats, he said.“I went through all of the protocols they have in place,” he said.Ben’s complaint isn’t unique. In 2018, through a FOIA request, Mashable obtained 134 pages of fraud complaints, ranging from wire and cryptocurrency transfers that never showed up, to the inability to access locked accounts. The complaints, filed by Coinbase users alerting the SEC and the California Department of Business Oversight to the financial losses, shared another common gripe — that Coinbase offers no way for customers to talk with a live customer service agent. Customers have continued to express concern over the level of customer service to the CFPB.”They have absolutely zero live support in a market that is 24/7,” Ben said. A warning to that effect on Coinbase’s website is realized too late for some customers. The warning notes, in bold letters, “Please be aware that we currently do not offer any phone support with a live agent.”Dilendorf, the lawyer for cryptocurrency investors, described the shortcoming as unacceptable. “A billion dollar company can can afford to have a small calling center,” he said.Coinbase had approximately 56 million registered users as of April 15 and processed trades of approximately $335 billion, per quarter, according to Backlinko, a company focused on SEO practices.Unclear which regulations apply to cryptoUnder current laws and regulations, platforms like Coinbase can afford to go only so far as the law demands, Texas A&M University School of Law professor William J. Magnuson told Yahoo Finance. “There’s all these regulations governing the financial industry, but most of them weren’t written with the idea that digital currencies existed,” Magnuson said.People watch as the logo for Coinbase Global Inc, the biggest U.S. cryptocurrency exchange, is displayed on the Nasdaq MarketSite jumbotron at Times Square in New York, U.S., April 14, 2021. REUTERS/Shannon StapletonTo be sure, regulators have enacted some rules applicable to cryptocurrencies. Magnunson said FinCEN, the CFPB, the SEC, the Commodities Futures Trading Commission (CFTC), and the Office of the Comptroller of the Currency (OCC), have all asserted some level of authority over crypto assets, and states have additional regulations requiring platforms to obtain a license.FinCEN, for example, requires cryptocurrency ecosystems to comply with anti-money-laundering and Know-Your-Customer rules for “money services businesses” under the Bank Secrecy Act (BSA). However, Magnuson said, the anonymous nature of cryptocurrency transactions can undermine the regulations’ effectiveness to address stolen funds. Platforms are technically compliant so long as they know the identity of their own customer, but they’re not required to know where funds end up in the event of a breach.Candice Basso of FinCEN’s office of strategic communications described the agency as a global leader in both regulating convertible virtual currency (CVC) activity and taking action against its illicit use. In October, Basso said, FinCEN assessed a $60 million civil money penalty against the founder and administrator of a convertible virtual currency “mixer.”Still, Magnuson said, another example of why today’s regulations don’t fully address consumers targeted with fraud is that it’s unclear whether certain rules apply to crypto assets. Federal Regulation E, he explained, requires traditional banks to refund money taken via unauthorized transactions — but it’s not clear whether that applies to crypto transactions.”The rights available to crypto consumers is not the same as to people with banks,” Magnuson said, which puts people who don’t read the fine print at a disadvantage. “In their terms of service, they explicitly say we have no responsibility to you if you have a loss that was due to a compromise of your login credentials.” Crypto consumer rights unlike bank consumer rightsBrooklyn resident Michael Pierre tested the requirements in a lawsuit against Coinbase filed in January. According to his complaint, Pierre lost his life savings, worth $400,000 in cryptocurrency at the time of the filing, as the result of a Coinbase account hack. He accused the company of employing inadequate security measures in violation of anti-money-laundering and the Know Your Customer (KYC) procedures, and ignoring a duty to investigate suspicious activities under state and federal rules. According to Pierre, despite his use of Duo’s two-factor authentication, Coinbase permitted three fraudulent password reset requests from a foreign web-enabled device, with an IP address Pierre had never used, and allowed transfers into foreign wallets never before associated with Pierre. The case went nowhere. In a victory for Coinbase, the New York state court judge granted the company’s request to remove it from the legal system, based on its user agreement mandating arbitration as the forum for customer disputes.Hacks do not appear a systematic problemThe California Department of Financial Oversight said since Jan. 1, 2016 it had received 106 reports from Coinbase customers complaining of unauthorized transactions. The agency received 829 such reports concerning Square and Square’s Cash App, 56 for Venmo, 12 for Google Pay, 3 for Apple Pay and 0 for Zelle, which is operated by a consortium of traditional banks.CFPB records show 3,814 complaints concerning Coinbase since 2016, with the majority involving money transfer, virtual currency, or money service issues.The SEC declined to comment on the number of reports of unauthorized transactions it has received over the past five years. App security expert and Denim Group Chief Technology Officer Dan Cornell told Yahoo Finance that Coinbase account breaches do not appear to be a systemic problem. Still, he said, more detail from Coinbase and other payment platforms could help ensure they become less frequent.“It seems like there would be a lot more transparency about the mechanics of these attacks. That would be helpful in understanding the risk associated with them,” Cornell said. “Is this a technical flaw in payment platforms…or is this a more human factor?”Coinbase does offer physical USB security key capability for added account security, but the measure requires users to acquire additional hardware. Security experts say physical USB security keys would protect users from becoming victims of account hacks that occur through SIM swaps, which are occurring with increasing frequency.”Coinbase performs a lot of work on its back end systems in order to detect SIM swaps that occur in close proximity to account login attempts, although not all mobile carriers provide access to this data,” Martin, the Coinbase CTO, said. In addition, he said, Coinbase analyzes and evaluates risk levels for outbound transactions — sometimes delaying a transaction and requiring additional security measures, such as an account-holder’s upload of an ID confirmation and “selfie.”Coinbase also offers customers accounts with higher default security settings than the industry average, with options to increase protection levels, according to Martin.Every customer is required to enroll in SMS-based 2-factor authentication on signup, and it gives everyone the option to “uplevel” their 2-factor authenticator to TOTP or a YubiKey. When asked why the YubiKeys aren’t required for all customers, Martin said that the company endeavors to keep the platform available to users who can’t access or afford a physical security token.

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Due to their insider status, these investors are required to disclose stock trades with the Securities and Exchange Commission or other regulatory …

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Newly elected U.S President Joe Biden has only been in office for several months. However the President is making sweeping changes across the board that could impact bitcoin and cryptocurrencies.President Biden is set to impose new capital-gains tax laws that are set to predominantly affect the wealthy. The proposed tax laws are set to benefit the population by funding programs, without damaging the economy.The proposed tax rate could go as high as 43.4%. The news appears to have negatively impacted the cryptocurrency market, as bitcoin tumbled to new monthly lows.Popular financial markets trader Peter Brandt voiced his opinions on the recent tax plans, speculating that they could negatively impact bitcoin. Brandt stated “Going forward. The Biden presidency may become a big negative factor for Bitcoin. Large BTC supply will come to market to get in front of capital gains taxes which will exceed 55% in some U.S. states”.Brandt further stated that his opinion did not mean he was long-term bearish on bitcoin. Further referring to himself as a “Bitcoin bull Libertarian”. Biden tax proposal sees bitcoin slideThe latest developments could see the wealthy being taxed heavily in the future. The news appeared to coincide with bitcoin dropping over 15% over the week. Bitcoin slid from just under $60,000 on Monday, down to under $50,000 by Sunday.CEO of Kraken exchange, Jesse Powell also commented on the latest developments. Asking his twitter following if moving to Austin, Texas would be a good idea. Some feedback recommended Puerto Rico, with Powell stating “Also high on the list. Might be the only escape from the Biden plan for cap gains”.Biden has approved several large stimulus packages, which have seen stimulus checks being paid out to U.S citizens. Previously it was considered a bullish scenario for the cryptocurrency market. However it seems that the latest tax implications could hurt future growth of the crypto market.The U.S President is also in early discussions regarding regulating the market. With the newly elected Securities and Exchange Commission (SEC) Chair in Gary Gensler leading the way.

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Chinese companies are listing in the US at the fastest pace ever, brushing off tensions between the world’s two biggest economies and the continued risk of being kicked off American exchanges.
Companies from the mainland and Hong Kong have raised $6.6 billion through initial public offerings in the US this year, a record start to a year and an eightfold increase from the same period in 2020, data compiled by Bloomberg show. The largest IPO is the $1.6bn listing of e-cigarette maker RLX Technology, followed by the $947 million offering of software company Tuya.
That’s even as Sino-US tensions show few signs of easing and the threat of Chinese companies being delisted from US exchanges remains. In fact, the US Securities and Exchange Commission said last month it would begin implementing a law forcing accounting firms to let US regulators review the financial audits of overseas companies. Non-compliance could result in a delisting from the New York Stock Exchange or Nasdaq.
The risk for mainland firms is high given China has long refused to let US regulators examine audits of its overseas-listed companies on national security concerns.
“They would acknowledge this is a potential risk, and if something happens they might need to get prepared for a rainy day,” said Stephanie Tang, head of private equity for Greater China at law firm Hogan Lovells. “But the risk itself would not prohibit those companies from going to the US, at least in the second half of this year or probably toward next year.”

Despite risks, the pipeline continues to grow, setting up 2021 to potentially exceed last year. Chinese firms raised almost $15bn through US IPOs in 2020, the second highest on record after 2014, when e-commerce giant Alibaba fetched $25bn in its float.
Didi Chuxing has filed confidentially for a multi-billion-dollar US IPO that could value the Chinese ride-hailing giant at as much as $100bn. Uber-like trucking start-up Full Truck Alliance is also working on a US listing this year that could raise about $2bn, sources said.

“Chinese companies in the new economy do not seem to have been deterred from seeking US listings despite the ongoing tensions,” said Calvin Lai, a partner at Freshfields Bruckhaus Deringer. “They take that as one of the risks but that doesn’t tilt the pendulum.”
Additional share sales by Chinese companies have also been well-received in the US this year, delivering an average return of 11 per cent from their offering prices in the following session, according to data compiled by Bloomberg.
And while rival financial centres like Hong Kong have in recent years changed their listing rules to make it easier for new economy companies to go public there, that has not stopped the flow of firms going stateside. In fact, the traffic now goes both ways, with US-traded Chinese firms getting a second listing in Hong Kong to expand their investor base and as a hedge against the delisting risk.
Such secondary listings raised almost $17bn last year and have fetched over $8bn this year already, Bloomberg data show. Bankers said many companies go to the US knowing they can subsequently list in Hong Kong.
For example, Didi is also exploring a potential dual offering in Hong Kong later, a source said. Chinese electric car maker Xpeng is among companies looking into a share sale in the financial hub less than a year after going public in New York.
US capital markets have long attracted Chinese companies for a number of reasons: their greater liquidity, broader investor base and the cachet associated with a US listing. Technology and FinTech firms have flocked to the US because of its more streamlined process as well as greater openness to loss-making businesses.
“The US still remains a magnet for the IPOs of Chinese technology companies,” Ms Tang said. “Just in terms of the pipeline, I don’t see any pause to that. I think the pipeline is very strong.

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JACKSONVILLE, Fla. — Railroad giant CSX Corp. saw a slight dip in first quarter earnings, but company executives say they expect growth for the rest of the year.

“We entered this year cautiously optimistic about the potential for an improving economic environment,” James Foote, president and chief executive officer, said in CSX’s quarterly conference call with analysts and the media. “I’m pleased to see momentum steadily building over the last few months. Throughout the quarter, we remained focused on laying the foundations to prepare for growth and I’m excited about our prospects for the rest of the year.”

CSX Corp. announced first quarter 2021 net earnings of $706 million, or 93 cents per share, compared to $770 million, or $1 per share in the same period last year.

Revenue for the first quarter decreased 1% from the prior year to $2.81 billion, as intermodal and other revenue growth was more than offset by declines in merchandise, coal and fuel surcharge revenues. Expenses increased 2% year over year to $1.71 billion and operating income declined 7% for the quarter to $1.10 billion.

“Despite challenging conditions the team did a good job of maintaining network fluidity throughout the quarter,” Foote said during the call. “Going forward, we are focused on driving velocity and dwell back to pre-pandemic records, and we expect to see improvement in both metrics throughout the year. We also remained focused on driving additional efficiencies across the network. We set a new record for distributed powertrains averaging over 100 trains a day for the first-time. Labor productivity also reached a new record. Even though we are adding headcount in the second quarter in preparation for the expected volume growth, we still plan to realize incremental labor productivity this year.”

CSX ended the first quarter with 19,184 employees across its network, which was 1,271 fewer employees than it had a year earlier and about 8,000 lower than it was at the beginning of 2017, when new management came in and began restructuring operations.

Executive Vice President of Operations Jamie Boychuk said in the earnings call that the company expects to add 400 to 500 employees this year.

“I would say, as we enter into the second half and we’ll continue to hire if we see the business levels come to the point that we think they will,” he said.

This earnings announcement, as well as additional detailed financial information, is contained in the CSX Quarterly Financial Report available through the company’s website at http://investors.csx.com and on Form 8-K with the Securities and Exchange Commission.

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Axonics Modulation Technologies, Inc. (NASDAQ:AXNX) insider Danny L. Dearen sold 25,000 shares of the business’s stock in a transaction that occurred on Wednesday, April 21st. The shares were sold at an average price of $61.63, for a total value of $1,540,750.00. Following the completion of the transaction, the insider now directly owns 85,000 shares in the company, valued at $5,238,550. The sale was disclosed in a legal filing with the Securities & Exchange Commission, which is accessible through the SEC website.
Axonics Modulation Technologies stock traded up $0.41 during trading on Friday, hitting $61.93. 457,417 shares of the company were exchanged, compared to its average volume of 553,259. The business’s 50 day moving average is $58.22 and its 200 day moving average is $51.63. Axonics Modulation Technologies, Inc. has a 52 week low of $30.00 and a 52 week high of $63.49. The company has a market capitalization of $2.57 billion, a P/E ratio of -31.60 and a beta of 0.02. The company has a current ratio of 8.62, a quick ratio of 7.48 and a debt-to-equity ratio of 0.02.
Axonics Modulation Technologies (NASDAQ:AXNX) last announced its quarterly earnings results on Thursday, February 25th. The company reported ($0.29) earnings per share (EPS) for the quarter, topping the Thomson Reuters’ consensus estimate of ($0.32) by $0.03. Axonics Modulation Technologies had a negative return on equity of 28.05% and a negative net margin of 76.62%. The business had revenue of $34.78 million during the quarter, compared to the consensus estimate of $34.86 million. Equities analysts expect that Axonics Modulation Technologies, Inc. will post -1.52 EPS for the current year.
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Several equities analysts have issued reports on AXNX shares. Needham & Company LLC boosted their price target on Axonics Modulation Technologies from $66.00 to $71.00 and gave the company a “buy” rating in a research note on Tuesday, March 30th. Piper Sandler boosted their price objective on Axonics Modulation Technologies from $64.00 to $68.00 and gave the company an “overweight” rating in a report on Friday, March 12th. Zacks Investment Research downgraded Axonics Modulation Technologies from a “hold” rating to a “sell” rating in a report on Tuesday, March 16th. Robert W. Baird boosted their price objective on Axonics Modulation Technologies from $58.00 to $65.00 and gave the company an “outperform” rating in a report on Tuesday, January 26th. They noted that the move was a valuation call. Finally, Morgan Stanley boosted their price objective on Axonics Modulation Technologies from $53.00 to $58.00 and gave the company an “overweight” rating in a report on Thursday, January 7th. One investment analyst has rated the stock with a sell rating and seven have assigned a buy rating to the company. Axonics Modulation Technologies currently has a consensus rating of “Buy” and a consensus target price of $62.56.
A number of large investors have recently made changes to their positions in AXNX. Credit Suisse AG grew its stake in Axonics Modulation Technologies by 29.0% in the 4th quarter. Credit Suisse AG now owns 2,530,981 shares of the company’s stock valued at $126,346,000 after purchasing an additional 568,745 shares during the period. Norges Bank bought a new position in Axonics Modulation Technologies in the 4th quarter valued at $18,036,000. Hood River Capital Management LLC grew its stake in Axonics Modulation Technologies by 102.8% in the 4th quarter. Hood River Capital Management LLC now owns 524,191 shares of the company’s stock valued at $26,168,000 after purchasing an additional 265,766 shares during the period. Lord Abbett & CO. LLC grew its stake in Axonics Modulation Technologies by 19.5% in the 4th quarter. Lord Abbett & CO. LLC now owns 1,519,799 shares of the company’s stock valued at $75,868,000 after purchasing an additional 248,275 shares during the period. Finally, Columbus Circle Investors grew its stake in Axonics Modulation Technologies by 122.7% in the 4th quarter. Columbus Circle Investors now owns 303,811 shares of the company’s stock valued at $15,166,000 after purchasing an additional 167,370 shares during the period. Hedge funds and other institutional investors own 84.23% of the company’s stock.
Axonics Modulation Technologies Company Profile
Axonics Modulation Technologies, Inc, a medical technology company, engages in the development and commercialization of sacral neuromodulation (SNM) systems. The company’s SNM systems are used to treat patients with overactive bladder, including urinary urge incontinence and urinary urgency frequency, as well as fecal incontinence and non-obstructive urinary retention.
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Featured Article: What is meant by holder of record?
7 Stocks to Support Your New Year’s ResolutionsAfter a year like 2020, many Americans figure that just getting to 2021 was enough. But for many people, the start of a new year still means making resolutions. And while many Americans are still waking up to Groundhog’s Day, there is hope that things will look dramatically different in September than they do right now.Some of the most popular resolutions include losing weight, exercising more, or taking steps to get our life and/or business more organized. And many pure-play companies lean into these trends and are doing well.As an alternative to this, you can also invest in companies that are not pure plays but can still benefit from consumers looking to start fresh. Owning these stocks helps you manage your risk. If the trend holds, you can ride the wave. On the other hand, if the wave turns into a ripple, the stocks have other catalysts to get them through.In this special presentation, we’ll take a look at both of these categories. We’ve got several pure-play companies that let investors buy stocks in companies benefiting from these trends. We’ll also give you a few stocks that fall in the latter category.These are stocks that you might buy at any time and for many reasons. However, they present excellent buys as the new year begins.View the “7 Stocks to Support Your New Year’s Resolutions”.

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SEC Commissioner Hester Peirce believes that the U.S. government cannot ban bitcoin, stating that “it’s very difficult to ban something that’s essentially a peer-to-peer technology.” The commissioner is hopeful that with the new chairman who has deep knowledge of bitcoin and cryptocurrencies, the SEC can take a fresh look at some of the reasons used to reject bitcoin exchange-traded funds (ETFs).
SEC Commissioner Says ‘Very Difficult’ to Ban P2P Technology
Hester Peirce, a commissioner at the U.S. Securities and Exchange Commission (SEC) who is also known in the crypto community as “crypto mom,” was asked whether there is a possibility that the Biden administration could ban bitcoin in an interview with Fox Business’ Charles Gasparino on Thursday.
With new cryptocurrency regulations in the works, investors are concerned whether the government will ban cryptocurrencies, including bitcoin. Some people have warned that governments can outlaw bitcoin if it becomes a risk to their financial systems. Among them are Bridgewater Associates founder Ray Dalio, The Big Short’s Michael Burry, and Ron Paul.
A bitcoin proponent, Peirce has been advocating for the SEC to approve bitcoin ETFs. Regarding the possibility of banning bitcoin in the U.S., the commissioner opined:

I think it’s very difficult to ban something that’s essentially a peer-to-peer technology. I think the goal, as with any technology, is to prevent people from using it for illicit purposes and only allow them to use it for legal purposes. That’s what I expect to happen.

Commissioner Peirce previously said that the government would be “foolish” to try to ban bitcoin, likening it to shutting down the internet.
The U.S. government is concerned about cryptocurrencies being used in illicit activities. Treasury Secretary Janet Yellen has said several times that cryptocurrencies are mainly used for illicit financing. She also said previously that the Treasury will work with other regulators to come up with appropriate regulations for the crypto space.
Fox Business recently reported that crypto regulation may start from the Treasury and the SEC is waiting for direction on broad regulatory policies on cryptocurrencies from the Treasury.

The SEC also has a new chairman; Gary Gensler was confirmed to lead the commission last week. He has deep knowledge of bitcoin and cryptocurrencies, having taught classes on the subject at the Massachusetts Institute of Technology (MIT). Gensler is also a former chairman of the Commodity Futures Trading Commission (CFTC). He is expected to impose a fair amount of regulation on cryptocurrencies. Last week the U.S. House of Representatives passed a bill mandating that the SEC and the CFTC establish a working group focused on digital assets.
Regarding the possibility of the SEC approving a bitcoin ETF this year, Peirce said, “With the new chairman, we will be able to take a fresh look at some of the reasoning that we used to deny bitcoin exchange-traded products in the past.” She added: “Frankly, Canada is ahead of us now. Not only they have bitcoin exchange-traded products, but they also have exchange-traded products based on ether.”
Do you think the government can ban bitcoin? Let us know in the comments section below.

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Disclaimer: This article is for informational purposes only. It is not a direct offer or solicitation of an offer to buy or sell, or a recommendation or endorsement of any products, services, or companies. Bitcoin.com does not provide investment, tax, legal, or accounting advice. Neither the company nor the author is responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods or services mentioned in this article.

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Elon Musk will soon be adding another unusual title to his résumé: “Saturday Night Live” host.
The chief executive of Tesla Inc. and Space Exploration Technology Corp., or SpaceX, is scheduled to host NBC’s long-running, late-night comedy show on May 8, the show said in a Saturday tweet adorned with three rocket emojis.
A businessman is an atypical choice for “SNL” host, but Mr. Musk is an atypical businessman. Tesla recently notified the Securities and Exchange Commission that he was adding the formal title of “Technoking” to his CEO role, and Mr. Musk is famous for his prolific tweets offering proclamations, jokes, and occasional attacks on regulators and short sellers of his stock.
While hosting a comedy sketch show will be a departure for Mr. Musk, he has played the showman for years at his companies’ product events, and has enjoyed the entertainment-industry spotlight before, with sometimes unpredictable results. He has appeared multiple times on the podcast of Joe Rogan—the comedian, television host and mixed martial arts commentator—including a September 2018 episode in which a video recording appeared to show Mr. Musk smoking marijuana. Shares in Tesla fell after the event.
The Tesla chief also has made a number of film and TV cameos, including “Iron Man 2” and episodes of “The Big Bang Theory,” “South Park” and “The Simpsons.

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Former Rep. Scott Garrett has lost his $215,001-a-year job with the Securities and Exchange Commission, the New Jersey Globe has learned, with the Biden administration tossing several Trump appointees from New Jersey. 
Garrett and another ex-lawmaker, former Assemblywoman Caroline Casagrande, were casualties of the 2020 presidential election.  Both were Trump administration picks. 
Casagrande was ousted from her job as Deputy Assistant U.S. Secretary of State for Academic Programs in the Bureau of Educational and Cultural Affairs.  The Biden administration has not yet picked a replacement.
But one prominent Trump administration appointee from New Jersey, Anna Little, remains as a federal immigration judge, a U.S. Department of Justice staff post that hears cases involving removal proceedings for immigrants and their families.
“Immigration judges are Department of Justice career federal employees. As such, they do not serve a pre-set term,” said John Martin, a spokesman for the U.S. Department of Justice.  “The attorney general appoints immigration judges.”
Little, a former Monmouth County Freeholder who ran against Rep. Frank Pallone (D-Long Branch) in 2010, is currently assigned to a Immigration Court post in San Francisco. 
Also out: former Monmouth County Freeholder Christine Myers, who served as a regional advocate for the U.S. Small Business Administration; and former Point Pleasant Council President Michael Thulen, who served as New Jersey State Rural Development Director for the U.S. Department of Agriculture.
Garrett spent fourteen years as a congressman before losing to Democrat Josh Gottheimer in 2016.
Trump nominated Garrett to serve as U.S. Export-Import Bank president in 2017 but wound up at the SEC after the Republican-controlled U.S. Senate Banking Committee rejected his nomination.  In Congress, Garrett had tried to close the same agency he was seeking to run.
Rep. Bill Pascrell (D-Paterson) mounted an unsuccessful but largely symbolic bid to reduce Garrett’s salary to $1 in a post that was not subject to Senate confirmation.
The 44-year-old Casagrande served eight years in the State Assembly before losing her seat in 2015 to Democrats Eric Houghtaling (D-Neptune) and Joann Downey (D-Freehold).
She moved to Washington in 2018 to join the Trump administration and now lives in Northern Virginia with her husband and three children.
Myers was among the Republicans former Gov. Chris Christie tried to recruit to run for Congress in the 11th district after Rep. Rodney Frelinghuysen (R-Harding) announced his retirement in 2018.  She declined, preferring to remain in her SBA post.
After walking away from her freeholder seat – she served her final year while working at the SBA but didn’t run again – Myers is now a potential challenger to Rep. Mikie Sherrill (D-Montclair) in 2022.

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CALGARY, AB, April 24, 2021 /PRNewswire/ – Canadian Pacific Railway Limited (TSX: CP) (NYSE: CP) (“CP”) today provided the following statement regarding Kansas City Southern’s (“KCS”) decision to evaluate Canadian National’s (“CN”) unsolicited proposal.
The board of KCS is simply meeting its obligations under the merger agreement with CP and fulfilling its fiduciary duty to its shareholders by assessing the CN offer. Not only is this the correct process and one that is clearly required by the merger agreement, in fact we are encouraged that they will be taking a hard look at the details of the CN offer as soon as possible, which we believe will lead them to question the true value and deal certainty of their proposal.
“We fully support the board of KCS in reviewing CN’s offer,” said CP President and CEO Keith Creel. “We are confident through this process that they will recognize this unsolicited bid is fraught with challenges, uncertainties and regulatory risks that are not present in the seamless, pro-competitive and pro-service CP-KCS combination.”
As part of this process, Canadian National now needs to answer important questions for the KCS Board:

Is its unsolicited bid for KCS real or just an attempt to thwart the agreement that KCS signed with Canadian Pacific?
How does CN plan to get approval to create the third largest Class 1 railroad with numerous overlapping connections across the U.S. when the Surface Transportation Board in 2001 purposely changed its merger rules to prohibit such anti-competitive deals?
Why would KCS shareholders want to hold CN’s stock when it has been the worst performing Class 1 railroad over the last 10 years by total shareholder return versus Canadian Pacific, which has consistently outperformed the industry and consistently exceeded expectations?
Why would KCS shareholders want to hold 12 percent of an under-performing company versus 25 percent of Canadian Pacific, which is led by seasoned, expert railroaders that over deliver?
Why should KCS disregard the more than 415 customers and stakeholders who have filed letters to the STB in support of a CP-KCS combination and 48 have filed letters in opposition to the CN proposal.
Why should the KCS board abandon the agreement with Canadian Pacific when it is the only one that fits any of the merger conditions that the STB has set?

In an April 23, 2021 decision the Surface Transportation Board confirmed that the waiver it granted to KCS in 2001 is applicable to the proposed combination of CP-KCS because it would still result in the smallest Class 1 railroad with the fewest overlapping routes and be end-to-end in nature.For more information on the transaction and the benefits it is expected to bring to the full range of stakeholders, visit FutureForFreight.com. The merger agreement can be found at https://www.sec.gov/Archives/edgar/data/16875/000119312521088339/d146726dex21.htm.
FORWARD-LOOKING STATEMENTS AND INFORMATION
This news release includes certain forward looking statements and forward looking information (collectively, FLI) to provide CP and KCS shareholders and potential investors with information about CP, KCS and their respective subsidiaries and affiliates, including each company’s management’s respective assessment of CP, KCS and their respective subsidiaries’ future plans and operations, which FLI may not be appropriate for other purposes. FLI is typically identified by words such as “anticipate”, “expect”, “project”, “estimate”, “forecast”, “plan”, “intend”, “target”, “believe”, “likely” and similar words suggesting future outcomes or statements regarding an outlook. All statements other than statements of historical fact may be FLI.
Although we believe that the FLI is reasonable based on the information available today and processes used to prepare it, such statements are not guarantees of future performance and you are cautioned against placing undue reliance on FLI. By its nature, FLI involves a variety of assumptions, which are based upon factors that may be difficult to predict and that may involve known and unknown risks and uncertainties and other factors which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by these FLI, including, but not limited to, the following: the timing and completion of the transaction, including receipt of regulatory and shareholder approvals and the satisfaction of other conditions precedent; interloper risk; the realization of anticipated benefits and synergies of the transaction and the timing thereof; the success of integration plans; the focus of management time and attention on the transaction and other disruptions arising from the transaction; estimated future dividends; financial strength and flexibility; debt and equity market conditions, including the ability to access capital markets on favourable terms or at all; cost of debt and equity capital; the previously announced proposed share split of CP’s issued and outstanding common shares and whether it will receive the requisite shareholder and regulatory approvals; potential changes in the CP share price which may negatively impact the value of consideration offered to KCS shareholders; the ability of management of CP, its subsidiaries and affiliates to execute key priorities, including those in connection with the transaction; general Canadian, U.S., Mexican and global social, economic, political, credit and business conditions; risks associated with agricultural production such as weather conditions and insect populations; the availability and price of energy commodities; the effects of competition and pricing pressures, including competition from other rail carriers, trucking companies and maritime shippers in Canada, the U.S. and Mexico; industry capacity; shifts in market demand; changes in commodity prices; uncertainty surrounding timing and volumes of commodities being shipped; inflation; geopolitical instability; changes in laws, regulations and government policies, including regulation of rates; changes in taxes and tax rates; potential increases in maintenance and operating costs; changes in fuel prices; disruption in fuel supplies; uncertainties of investigations, proceedings or other types of claims and litigation; compliance with environmental regulations; labour disputes; changes in labour costs and labour difficulties; risks and liabilities arising from derailments; transportation of dangerous goods; timing of completion of capital and maintenance projects; currency and interest rate fluctuations; exchange rates; effects of changes in market conditions and discount rates on the financial position of pension plans and investments; trade restrictions or other changes to international trade arrangements; the effects of current and future multinational trade agreements on the level of trade among Canada, the U.S. and Mexico; climate change and the market and regulatory responses to climate change; anticipated in-service dates; success of hedging activities; operational performance and reliability; customer, shareholder, regulatory and other stakeholder approvals and support; regulatory and legislative decisions and actions; the adverse impact of any termination or revocation by the Mexican government of Kansas City Southern de Mexico, S.A. de C.V.’s Concession; public opinion; various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, and cybersecurity attacks, as well as security threats and governmental response to them, and technological changes; acts of terrorism, war or other acts of violence or crime or risk of such activities; insurance coverage limitations; material adverse changes in economic and industry conditions, including the availability of short and long-term financing; and the pandemic created by the outbreak of COVID-19 and resulting effects on economic conditions, the demand environment for logistics requirements and energy prices, restrictions imposed by public health authorities or governments, fiscal and monetary policy responses by governments and financial institutions, and disruptions to global supply chains.
We caution that the foregoing list of factors is not exhaustive and is made as of the date hereof. Additional information about these and other assumptions, risks and uncertainties can be found in reports and filings by CP and KCS with Canadian and U.S. securities regulators, including any proxy statement, prospectus, material change report, management information circular or registration statement to be filed in connection with the transaction. Due to the interdependencies and correlation of these factors, as well as other factors, the impact of any one assumption, risk or uncertainty on FLI cannot be determined with certainty.
Except to the extent required by law, we assume no obligation to publicly update or revise any FLI, whether as a result of new information, future events or otherwise. All FLI in this news release is expressly qualified in its entirety by these cautionary statements.
ABOUT CANADIAN PACIFIC
Canadian Pacific is a transcontinental railway in Canada and the United States with direct links to major ports on the west and east coasts. CP provides North American customers a competitive rail service with access to key markets in every corner of the globe. CP is growing with its customers, offering a suite of freight transportation services, logistics solutions and supply chain expertise. Visit www.cpr.ca to see the rail advantages of CP. CP-IR
ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT
CP will file with the U.S. Securities and Exchange Commission (SEC) a registration statement on Form F-4, which will include a proxy statement of KCS that also constitutes a prospectus of CP, and any other documents in connection with the transaction. The definitive proxy statement/prospectus will be sent to the shareholders of KCS. CP will also file a management proxy circular in connection with the transaction with applicable securities regulators in Canada and the management proxy circular will be sent to CP shareholders. INVESTORS AND SHAREHOLDERS OF KCS AND CP ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND MANAGEMENT PROXY CIRCULAR, AS APPLICABLE, AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC OR APPLICABLE SECURITIES REGULATORS IN CANADA IN CONNECTION WITH THE TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT KCS, CP, THE TRANSACTION AND RELATED MATTERS. The registration statement and proxy statement/prospectus and other documents filed by CP and KCS with the SEC, when filed, will be available free of charge at the SEC’s website at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the registration statement, proxy statement/prospectus, management proxy circular and other documents which will be filed with the SEC and applicable securities regulators in Canada by CP online at investor.cpr.ca and www.sedar.com, upon written request delivered to CP at 7550 Ogden Dale Road S.E., Calgary, Alberta, T2C 4X9, Attention: Office of the Corporate Secretary, or by calling CP at 1-403-319-7000, and will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by KCS online at www.investors.kcsouthern.com, upon written request delivered to KCS at 427 West 12th Street, Kansas City, Missouri 64105, Attention: Corporate Secretary, or by calling KCS’s Corporate Secretary’s Office by telephone at 1-888-800-3690 or by email at [email protected].

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STB Says Transaction Falls “Neatly” into Board’s Rationale for Adopting KCS 2001 Waiver
STB Decision Confirms that CP/KCS Transaction Is End-to-End With No Competitive Overlap
CP and KCS Look Forward to Thorough Regulatory Review and
Delivering Benefits of the Combination to All Stakeholders
CALGARY, AB, April 24, 2021 /PRNewswire/ – Canadian Pacific Railway Limited (TSX: CP) (NYSE: CP) (“CP”) today announced that the Surface Transportation Board (“STB”) confirmed that the waiver it granted to Kansas City Southern (“KCS”) in 2001 is applicable to the proposed friendly combination of the two companies. CP and KCS will proceed with an Application under the standards set forth in the STB’s pre-2001 major merger rules.
In its filing dated April 23, 2021, the STB stated: “The Board makes this finding for several reasons. If approved, the combination of CP and KCS, the sixth largest and seventh largest Class I railroads, respectively, would still result in the smallest Class I railroad, based on U.S. operating revenues. In addition, a merger of the CP and KCS networks would appear to result in the fewest overlapping routes when compared to a merger between KCS and any other Class I carrier. The interrelationship between the CP and KCS networks in fact appears to be end-to-end in nature, which likely raises fewer competitive concerns than a transaction that is not end-to-end. In sum, the Transaction appears to fall neatly into the Board’s rationale for adopting the waiver in the first instance.”
On March 21, 2021, CP and KCS entered into a merger agreement under which CP has agreed to acquire KCS. The STB’s decision is an important step in the transaction and reinforces the pro-competitive nature of this specific combination that would create the first U.S.-Mexico-Canada rail network. Over 415 customers, ports, transloads and other stakeholders have filed letters with the STB supporting the combination, which is expected to create new competitive transportation service options and support North American economic growth.
CP is seeking approval from the STB for the combination, which also remains subject to the approvals of CP and KCS shareholders and other customary closing conditions. The STB review is expected to be completed by the middle of 2022. CP and KCS welcome an efficient, thorough and fair STB approval process.
For more information on the transaction and the benefits it is expected to bring to the full range of stakeholders, visit FutureForFreight.com.
Forward Looking Statements and Information
This news release includes certain forward-looking statements and forward-looking information (collectively, FLI) to provide CP and KCS shareholders and potential investors with information about CP, KCS and their respective subsidiaries and affiliates, including each company’s management’s respective assessment of CP, KCS and their respective subsidiaries’ future plans and operations, which FLI may not be appropriate for other purposes. FLI is typically identified by words such as “anticipate”, “expect”, “project”, “estimate”, “forecast”, “plan”, “intend”, “target”, “believe”, “likely” and similar words suggesting future outcomes or statements regarding an outlook. All statements other than statements of historical fact may be FLI. In particular, this news release contains FLI pertaining to, but not limited to, information with respect to the following: the transaction; the combined company’s scale; and future business prospects and performance. 
Although we believe that the FLI is reasonable based on the information available today and processes used to prepare it, such statements are not guarantees of future performance and you are cautioned against placing undue reliance on FLI. By its nature, FLI involves a variety of assumptions, which are based upon factors that may be difficult to predict and that may involve known and unknown risks and uncertainties and other factors which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by these FLI, including, but not limited to, the following: the timing and completion of the transaction, including receipt of regulatory and shareholder approvals and the satisfaction of other conditions precedent; interloper risk; the realization of anticipated benefits and synergies of the transaction and the timing thereof; the success of integration plans; the focus of management time and attention on the transaction and other disruptions arising from the transaction; estimated future dividends; financial strength and flexibility; debt and equity market conditions, including the ability to access capital markets on favorable terms or at all; cost of debt and equity capital; the previously announced proposed share split of CP’s issued and outstanding common shares and whether it will receive the requisite shareholder and regulatory approvals; potential changes in the CP share price which may negatively impact the value of consideration offered to KCS shareholders; the ability of management of CP, its subsidiaries and affiliates to execute key priorities, including those in connection with the transaction; general Canadian, U.S., Mexican and global social, economic, political, credit and business conditions; risks associated with agricultural production such as weather conditions and insect populations; the availability and price of energy commodities; the effects of competition and pricing pressures, including competition from other rail carriers, trucking companies and maritime shippers in Canada, the U.S. and México; industry capacity; shifts in market demand; changes in commodity prices; uncertainty surrounding timing and volumes of commodities being shipped; inflation; geopolitical instability; changes in laws, regulations and government policies, including regulation of rates; changes in taxes and tax rates; potential increases in maintenance and operating costs; changes in fuel prices; disruption in fuel supplies; uncertainties of investigations, proceedings or other types of claims and litigation; compliance with environmental regulations; labor disputes; changes in labor costs and labor difficulties; risks and liabilities arising from derailments; transportation of dangerous goods; timing of completion of capital and maintenance projects; currency and interest rate fluctuations; exchange rates; effects of changes in market conditions and discount rates on the financial position of pension plans and investments; trade restrictions or other changes to international trade arrangements; the effects of current and future multinational trade agreements on the level of trade among Canada, the U.S. and México; climate change and the market and regulatory responses to climate change; anticipated in-service dates; success of hedging activities; operational performance and reliability; customer, shareholder, regulatory and other stakeholder approvals and support; regulatory and legislative decisions and actions; the adverse impact of any termination or revocation by the Mexican government of Kansas City Southern de México, S.A. de C.V.’s Concession; public opinion; various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, and cybersecurity attacks, as well as security threats and governmental response to them, and technological changes; acts of terrorism, war or other acts of violence or crime or risk of such activities; insurance coverage limitations; material adverse changes in economic and industry conditions, including the availability of short and long-term financing; and the pandemic created by the outbreak of COVID-19 and resulting effects on economic conditions, the demand environment for logistics requirements and energy prices, restrictions imposed by public health authorities or governments, fiscal and monetary policy responses by governments and financial institutions, and disruptions to global supply chains. 
We caution that the foregoing list of factors is not exhaustive and is made as of the date hereof. Additional information about these and other assumptions, risks and uncertainties can be found in reports and filings by CP and KCS with Canadian and U.S. securities regulators, including any proxy statement, prospectus, material change report, management information circular or registration statement to be filed in connection with the transaction. Due to the interdependencies and correlation of these factors, as well as other factors, the impact of any one assumption, risk or uncertainty on FLI cannot be determined with certainty.
Except to the extent required by law, we assume no obligation to publicly update or revise any FLI, whether as a result of new information, future events or otherwise. All FLI in this news release is expressly qualified in its entirety by these cautionary statements.
About Canadian Pacific
Canadian Pacific is a transcontinental railway in Canada and the United States with direct links to major ports on the west and east coasts. CP provides North American customers a competitive rail service with access to key markets in every corner of the globe. CP is growing with its customers, offering a suite of freight transportation services, logistics solutions and supply chain expertise. Visit cpr.ca to see the rail advantages of CP. CP-IR
ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT
CP will file with the U.S. Securities and Exchange Commission (SEC) a registration statement on Form F-4, which will include a proxy statement of KCS that also constitutes a prospectus of CP, and any other documents in connection with the transaction. The definitive proxy statement/prospectus will be sent to the shareholders of KCS. CP will also file a management proxy circular in connection with the transaction with applicable securities regulators in Canada and the management proxy circular will be sent to CP shareholders. INVESTORS AND SHAREHOLDERS OF KCS AND CP ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND MANAGEMENT PROXY CIRCULAR, AS APPLICABLE, AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC OR APPLICABLE SECURITIES REGULATORS IN CANADA IN CONNECTION WITH THE TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT KCS, CP, THE TRANSACTION AND RELATED MATTERS. The registration statement and proxy statement/prospectus and other documents filed by CP and KCS with the SEC, when filed, will be available free of charge at the SEC’s website at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the registration statement, proxy statement/prospectus, management proxy circular and other documents which will be filed with the SEC and applicable securities regulators in Canada by CP online at investor.cpr.ca and www.sedar.com, upon written request delivered to CP at 7550 Ogden Dale Road S.E., Calgary, Alberta, T2C 4X9, Attention: Office of the Corporate Secretary, or by calling CP at 1-403-319-7000, and will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by KCS online at www.investors.kcsouthern.com, upon written request delivered to KCS at 427 West 12th Street, Kansas City, Missouri 64105, Attention: Corporate Secretary, or by calling KCS’s Corporate Secretary’s Office by telephone at 1-888-800-3690 or by email at [email protected].
You may also read and copy any reports, statements and other information filed by KCS and CP with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549.

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The Securities and Exchange Commission (SEC) has requested the court deny a recent motion from Ripple Labs. A motion made in an attempt to stop the SEC from contacting foreign regulators for discovery purposes.This is the latest development in the ongoing SEC v. Ripple Labs lawsuit. Lawyer for the defendants James K. Filan Tweeted a PDF copy of the written request, addressed to U.S. Magistrate Hon. Sarah Netburn.Filan, a former federal prosecutor, has remained vocal about the case on Twitter, actively Tweeting updates about the lawsuit as it goes on. He summarized that the motion had been made to deny Ripple’s request for an order requiring the plaintiffs to “stop using foreign requests for assistance for discovery purposes and […] turn over all material already collected”. This refers to a request made earlier in the month. On April 16, Ripple’s lawyers filed a letter to Judge Netburn. One that not only called the SEC out on their actions, but also referred to them as intimidation tactics. Tactics that could harm their relationship with their foreign regulators. Given that, according to Ripple CEO Brad Garlinghouse, around 95% of Ripple users are based outside the U.S., these relationships are of paramount importance to Ripple Labs.However, the SEC argue in their response letter to Judge Netburn that the defendants’ request is “devoid of any legal authority on point”. Most Recent DevelopmentsThese developments follow the scheduling of a new discovery conference, set for April 30th. Filan also invited his followers to listen in on the telephone conference, which will accommodate up to 4,000 attendees. In Tweeting about the issue, the defense attorney stated that the SEC was seeking discovery “outside the Rules of Federal Procedure and the Hague Convention”.Filan went on to state that he believed the court would support Ripple Labs in this conference.Ripple Labs has already been victorious over the SEC this year amid this lawsuit. Earlier in April, they won a dispute with British investment management group Tetragon. A suit in which Tetragon attempted to force Ripple Labs to buy back $175 million in shares.The entire lawsuit was sparked from the SEC’s allegations that Ripple Labs had raised over $1 billion via the sale of XRP. In doing so, violating the United States Securities Act of 1933.

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The $7-trillion Westlake, Texas brokerage previously said its RIAs were indifferent to digital assets ; now Schwab CEO Walt Bettinger admits clients are excited. .

Brooke’s Note: One reason Schwab and Fidelity can be relatively assured that Amazon and Facebook won’t take them on anytime soon comes down to one word — ‘regulation.’ Say what you like about the online brokers’ technology or lack thereof but these companies have a hard-earned core competency in reading what is doable in financial services when every action is being policed. It’s a lot to ask a Mark Zuckerberg or Jeff Bezos to freelance in that discipline. Even with its super stripped-down model, Robinhood is on a very steep learning curve with the SEC, never mind Massachusetts. Yet Schwab and Fidelity leaders have gone divergent paths on providing cryptocurrency services. But Schwab is now inching toward Fido and even hinting it will leapfrog the pioneer. But clearly both firms are watching SEC Chair Gary Gensler like hawks to assure that their regulator-reading track records — and brands — remain untarnished.

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Only 18 months ago, Charles Schwab & Co. said crypto was off its “radar.” Now, CEO Walter Bettinger is a convert, but he’s holding off on the zealousness just yet. 
He told analysts the Westlake, Texas, company is ready to crash the cryptocurrency market in a “highly competitive” and “disruptive” way– just as soon as federal regulators figure out how to define it. 
Rewind to Sept. 2019, and Schwab was warning investors that cryptocurrencies were “a purely a speculative instrument.” See: Schwab dismisses crypto currencies as ‘speculative’ and too insignificant for its RIA platform as rivals stake out turf for the coming boom… or is that bust?
Gary Gensler: I think the bird’s a duck.
But during the firm’s spring update call, Bettinger said he is ready to charge into the market in a way that is commensurate with its size and legacy.
“If the company decides to participate in the crypto market we will be highly competitive, we will be disruptive, and we will be client oriented,” he said
Schwab’s big change is presumably in response to its clientele. Before, it said clients were “indifferent” to crypto. Not so much now.  
“We can certainly see some of the client excitement,” Bettinger told analysts. 
The company’s approach, he said, is to look closely, but cautiously at the crypto market until the Securities and Exchange Commission  (SEC) decides whether cryptocurrency is a security or an actual currency.
Fuzzy asset
The SEC’s quandary is something akin to defining the number of angels that can dance on the head of a pin. 
Dr. James Stroud: ‘The SEC has never given concrete guidelines.’
The agency is trying to come up with black-and-white regulations that can be applied to a fuzzy financial asset class.
“We recognize well what’s going on. We would like to see more regulatory clarity, and if and when that comes, you should expect Schwab to be a player in that space in the same way it has been in other investment opportunities across the spectrum,” Bettinger said. 

“Schwab has a massive client base and missteps could expose both the firm and its clients to greater risk,” he explains.

Today the company custodies a record $7.07 trillion, including $3.1 trillion on behalf of RIAs. Its quarterly revenues also surged 80% to $4.7 billion, up from $2.6 billion in Q1 2020, according to its just-released earnings. See: Defying merger doubters, Schwab adds staggering $1.1 trillion RIA assets.
“Additional clarity from regulators would be important before we would consider offering a retail type trading experience on crypto,” he told analysts.
Clarity lacking
Schwab’s trepidation tracks to a core crypto issue — whether they are foremost currencies or securities, says Dr. James Stroud, lead-developer of private cryptocurrency, Stealth, via email.
Brad Garlinghouse says the SEC’s suit against XRP is a case “against crypto at large.”
“Schwab wants to be able to offer their clients the ability to invest in specific cryptocurrencies without worrying that the SEC will later declare these as securities,” he explains.
“The SEC has never given concrete guidelines for how [it] determines which cryptocurrencies are securities,” he adds.
The Securities Act of 1933 defines a security quite broadly, but the US Supreme Court has previously employed what’s known as the Howey test. It defines a security as an “investment contract” leading to profits derived by the actions of a third party.
Discretion is the better part of valor if you are Schwab, says independent wealth management consultant Greg O’Gara.
“When the benefits and demand of having greater access to this asset class outweighs the risk of of uncharted territory, I would expect the company to move decisively. In Schwab’s typical style, that move is likely to be disruptive,” he explains.

But in a move that defines its risk-aversion, retail investors have no way to trade the asset on Schwab’s platform. 
Race to crypto
Yet caution itself has its own risk in cryptocurrency.
Mary Jo White: [The SEC is] dead wrong legally and factually.
Schwab’s chief rival, Fidelity Investments, moved fast and early on crypto, setting up a subsidiary custodian, Fidelity Digital Assets (FDAC) to handle the investment. See: Fidelity Investments signals it’s all in on blockchain-based currency.
Today FDAC only supports Bitcoin, but it will add support for Ethereum later this year, the firm confirmed last week.
Salt Lake City, Utah rebalancing vendor AdvisorPeak also just gave RIAs, including those with assets custodied at Schwab, a means to buy, sell, trade and hold 100 different cryptocurrencies. See: Envestnet, Orion and Schwab will all launch crypto capabilities soon enough, insiders say, but Damon Deru just beat them all to market with more than a hack.
Top rebalancing vendors like Orion Advisor Technology and Envestnet | Tamarac will likely soon follow suit, sources state.
Other RIA crypto vendors include SMA vendor Eaglebrook Advisors, which has already brought in $100 million in RIA crypto assets, and $49.1 billion AUM crypto fund shop, Grayscale, which sells 15 crypto funds.
Meanwhile, Bettinger also hinted that Schwab could take ground as the SEC gives it — if the SEC, for example, should greenlight crypto-based ETFs.

“We’re keeping our eyes [on] … whether there’ll be an investor oriented product, ETF, or another that will deliver crypto investing to a larger part of the market than can get it today,” he said.

At least eight firms have applied for permission to manage crypto ETFs, including WisdomTree, VanEck, and Fidelity Investments. But so far, the SEC has blocked over a dozen applications. See: Brooke’s Bits: Why Fidelity’s Bitcoin ETF application might have a shot.
Intensified scrutiny
Gary Gensler, President Joe Biden’s pick for SEC chairman, who was confirmed only nine days ago (Apr. 14), is approaching cryptocurrency a lot like the Supreme Court’s approach to pornography.
Greg O’Gara: Missteps could expose both the firm and its clients to greater risk.
He can’t define it, but he knows it when he sees it. 
“When you quack like the duck, when you swim like the duck, when you walk like the duck … I think the bird’s a duck,” he said, during a 2018 MIT blockchain conference. 
Gensler is a notable cryptocurrency buff. He taught a course at MIT on blockchain, digital currency and innovation and as chair of the Commodity Futures Trading Commission came out in favor of defining XRP as a security in 2018.
But he vowed during congressional hearings on his nomination to continue the agency’s crackdown on cryptocurrency to protect consumers from fraud and manipulation, according to CFO.com. 
The SEC has intensified its scrutiny of digital assets since finding in 2017 that some tokens traded like securities, making them subject to federal laws.
Gensler said bitcoin and other cryptocurrencies “have brought new thinking to financial planning and investor inclusion.” But as SEC chair, he would work with his fellow commissioners to “ensure investor protection.”

Gensler will like have to deal with legacy thinking when he dives into the issue. 

Ripple row
Former SEC Chair Jay Clayton stated in 2019 that Bitcoin was not a security.  He noted instead that it was a legitimate and decentralized currency, but suggested many digital assets, such as Ripple (XRP), could easily meet the definition of an investment contract.
Hester Peirce has pressed for a three year “safe harbor” status for cryptocurrencies.
The SEC filed an action last December against Ripple, one of the larger cryptocurrencies, with a market-cap of $49 billion.
It claims XRP is an unregistered security, since it is created, distributed, and traded by San Francisco-based Ripple Labs.
Three of five SEC commissioners approved the regulator’s suit, and Gensler also supported defining XRP as a security in 2018.
Coinbase delisted Ripple after the SEC filed its suit, sparking a rout that reduced its value by more than 60%. Ripple holders filed to intervene in the SEC suit as a third-party defendant, Apr. 19.
Uncertainty over the status of cryptocurrencies also extends to SEC alumni.
Where Gensler has suggested he sees XRP, for instance, as a security, Ripple defense attorney and former SEC Chair Mary Jo White says the SEC has got it utterly wrong.
“There’s no way to sugarcoat it. They’re dead wrong legally and factually,” she told Fortune.

Safe harbor

Judge Sarah Netburn, who presides over the XRP case, also added to the uncertainty surrounding the SEC’s first major crypto suit , which Ripple CEO Brad Garlinghouse calls a case “against crypto at large.”
Netburn recently noted that XRP has a “utility” beyond profit-seeking and provided Ripple access to internal SEC discussions in early April. She blocked the regulator’s request for Ripple’s banking records.
Industry observers expect Bitcoin will likely remain free from securities regulation, because it is decentralized, has no initial coin offering and no enterprise backer.
Jay Clayton first stated that Bitcoin was not a security in 2019.
That said, its non-security status has no formal basis in SEC rules.
SEC commissioner Hester Peirce has lobbied to grant cryptocurrencies “safe harbor” for a three-year period, limiting their oversight to the antifraud provisions contained in the 1933 Securities Act.
Today one Bitcoin trades at roughly $49,000 giving the currency a $917 billion market cap — a surge in value of 644% in the past twelve months.
In April 2020, one Bitcoin traded at approximately $6,877 — a price that professionals, even then, considered high.
Bitcoin remains hugely volatile. In mid April, Bitcoin traded around $63,000, with a market-cap of $1.2 trillion. In one week it has fallen 24% from a record high of $63,588.20.
Coinbase Global, Inc., which operates the largest cryptocurrency exchange platform, has also seen its stock gyrate widely. 
Although its  Apr. 14 IPO drew huge interest at $250 a share opening price, the stock swiftly plummeted from a brief high of $429.54 to its present level of $291.02, which values the company at $58.5 billion.
Today, the global cryptocurrency market capitalization stands at $1.8 trillion, down 11.84% in the past 24 hours. It topped $2 trillion earlier this month.

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