CP applauds KCS Board of Directors Decision to Delay Stockholder Vote
KCS Board Rightly Says Stockholders Should Have Benefit of the STB Decision to Make an
Informed Decision and Be Able to Consider Alternative Proposals
CP Offer Provides Greater Regulatory and Value Certainty
CALGARY Aug. 12, 2021 Canadian Pacific Railway Limited (TSX: CP, NYSE: CP) (CP) today issued the following statement on the announcement by
the Kansas City Southern (KCS) Board of Directors that it will adjourn its scheduled Aug. 19 special meeting of stockholders if the Surface Transportation Board (STB) has not ruled on Canadian National Railway Companys
(CN) trust proposal by Aug. 17, 2021.
We applaud the KCS Board of Directors decision to adjourn the Aug. 19 stockholder meeting absent a decision
from the STB to give all shareholders and the Board time to receive and consider the STB decision.
CP has always maintained KCS stockholders should
have all relevant information, including the STB decision on the CN voting trust, to be able to make an informed decision, avoid being locked into the CN-KCS deal and preserve the ability to consider a better
alternative proposal. The only way for shareholders to ensure they preserve that ability is to vote AGAINST the proposed CN-KCS merger and FOR adjournment leading up to the proposed
adjournment date of Aug. 17.
We are confident that the STB will take the time needed to review the myriad of issues and concerns the CN voting trust raises. We
continue to believe that CNs proposed use of a voting trust should not be approved because it is anti-competitive and not in the public interest.
We believe
that once the STB rules on the CN voting trust, the Aug. 10 CP offer will be deemed superior as the CP-KCS combination has regulatory certainty with the STB approval for the use of a voting trust.
CP has filed a proxy statement asking stockholders to vote AGAINST the proposed CN-KCS combination at the Aug. 19
KCS special meeting of stockholders so that KCSs stockholders are not locked into the CN-KCS deal and unable to consider other, better, options, including CPs Aug. 10 proposal.
CP-KCS: The only viable Class 1 combination
A CP-KCS combination would be a positive step toward more competition not less in the freight rail industry and
would be better for Amtrak. It brings more competition among railways and protects obligations to passenger service.
For information on the benefits of a CP-KCS combination, visit FutureForFreight.com.
1