North Americas Railroad
CN FILES REQUEST TO STB TO ESTABLISH PROCEDURAL SCHEDULE FOR REVIEW OF VOTING TRUST FOR COMBINATION WITH KANSAS CITY SOUTHERN
Filing includes merger agreement reflecting CN proposal that was recently deemed superior by the KCS Board of Directors
MONTREAL, May 18, 2021 CN (TSX: CNR, NYSE: CNI) today filed with the Surface Transportation Board (STB) a request
to establish a procedural schedule for review of the voting trust that CN intends to use for its planned merger with Kansas City Southern (NYSE: KSU) (KCS).
CNs filing today also includes the merger agreement with KCS that was finalized on May 13, 2021, when KCS deemed CNs proposal superior and
announced its intention to terminate the previously executed March 21, 2021 merger agreement with Canadian Pacific Railway Ltd. (TSX: CP, NYSE: CP) (CP).
CN is confident in its ability to gain approval for the voting trust and ultimately close the combination with KCS, and looks forward to the STB promptly
setting forth its timetable for reviewing the voting trust.
In its application to the STB, CN requested that the STB adopt a procedural schedule for a
brief public comment period on CNs voting trust agreement. CNs proposed voting trust structure has been public since April 26, 2021 and has identical terms and uses the same trustee as CPs recently approved voting trust.
CNs filing with the STB also includes its merger agreement with KCS.
CN is preparing a renewed motion for the STB to approve its proposed voting
trust to be filed on or before Friday, May 21, 2021. In this filing, CN will show that the significant public benefits of the transaction can only be achieved through use of a voting trust, and that these benefits substantially outweigh any
potential public interest harm. CN will also demonstrate that its strong balance sheet, cash flows and credit ratings profile provide certainty that CN has the financial integrity to satisfy the STBs public interest analysis.
CN is the better bid, better partner, better railway and best solution for KCS. CNs proposal provides superior and more certain value for KCS
shareholders and represents a pro-competitive solution that offers unparalleled opportunities for customers, employees, shareholders, the environment and the North American economy.