Filed by Kansas City Southern
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6
under the Securities Exchange Act of 1934
Subject Company: Kansas City Southern
Commission File No.: 333-257298
Date: August 3, 2021
YOUR VOTE IS IMPORTANT
PLEASE VOTE YOUR WHITE PROXY CARD TODAY!
August 3, 2021
Fellow KCS Shareholder,
Last week, we sent a letter recommending that you vote FOR the Kansas City Southern (KCS) proposal to adopt our merger agreement
with Canadian National Railway Company (CN), and our other proposals, at the KCS Special Meeting of Stockholders (the Special Meeting), to be held on August 19, 2021 at 9:00 a.m. Central Time. The unanimous recommendation of
the KCS Board of Directors remains the same.
Our proposed merger is a pro-competitive, end-to-end combination that offers unparalleled opportunities and
benefits for customers, employees, the environment and the North American economy. In addition, our proposed combination with CN provides KCS shareholders the opportunity to receive a significant premium and participate in substantial upside, as
outlined in the proxy statement dated July 7, 2021. However, Canadian Pacific Railway Limited (CP) is endangering that opportunity for KCS shareholders by seeking votes against the CN transaction.
Protect the Value of Your Investment in KCS
We
believe CPs filing of a preliminary proxy is part of an effort to defeat a transaction that offers KCS shareholders $50 per share more than CP was willing to offer. In May, CP decided not to take advantage of its five-business-day match right,
per the terms of its initial merger contract, to compete with CNs superior proposal. Since that time, CP has consistently criticized our combination with CN. CP claims in its latest filing that it is, ready to re-engage with KCS,
but it did not make any new proposal. To the contrary, CP stated there can be no assurances that Canadian Pacific will make an offer or proposal to KCS.
We are confident that you and the rest of our KCS shareholders will rightly choose to focus on the opportunity to receive a substantially higher premium for
your shares under the CN combination at $325 per share, compared to CPs now terminated offer of $275 per share. We believe CPs recommendation to vote against our combination with CN is obviously self-serving and not in the interest of
KCS shareholders. CP already participated in a full and fair, highly competitive bidding process led by the KCS Board of Directors, in consultation with the Companys outside legal and financial advisors, to determine the best path forward to
maximize value for KCS shareholders. CP ultimately collected $700 million when it declined to match CNs proposal, stating, we are not going to enter into a bidding war. Since then CP has continuously attempted to attack its
top competitors substantially higher proposal without competing financially.