Cn Receives Notice of Termination of Kcs Merger Agreement

Nor is the CN required to pay termination fees following the termination of the merger agreement between the NC. CN appreciates the wide range of stakeholders who have written more than 1,750 letters of support to participate in this important engagement process with the Surface Transportation Commission (“CSE”). Throughout the proposed merger process with KCS, CN has made many unprecedented commitments to competition to provide better route selection, price transparency and a fair competitive opportunity for all market participants, railways and customers. In light of the comments made by STB in its decision on CN-KCS` joint request for confidence in voting, the NC strongly believes that no Class I merger with KCS should be approved without these public interests and increased competition obligations. CN will continue to actively participate in this important dialogue to ensure that all regulatory requirements are applied fairly and that customers do not experience anti-competitive effects resulting from a combination of Canadian Pacific and KCS. As part of KCS` termination of CN`s merger agreement, KCS will pay CN the company`s $700 million cash termination fee and CP`s $700 million cancellation fee refund under CN`s merger agreement. Nor is the CN required to pay termination fees following the termination of the merger agreement between the NC. MONTREAL, Sept. 15, 2021 (GLOBE NEWSWIRE) — CN (TSX: CNR, NYSE: CNI) announced today that Kansas City Southern (NYSE: KSU) (“KCS”) has terminated the previously announced definitive merger agreement with CN dated May 21, 2021 (“CN Merger Agreement”). Throughout the proposed merger process with KCS, CN has made many unprecedented competitive commitments to provide all market participants, railways and customers with better route selection, price transparency and a fair competitive opportunity, CN officials said.

KANSAS CITY, Mo.–(BUSINESS WIRE)–Kansas City Southern (NYSE: KSU) (“KCS”) announced today that the Company`s Board of Directors, in consultation with its financial and legal advisors, has unanimously determined that the tender offer that KCS received from Canadian Pacific Railway Limited (TSX: CP, NYSE: CP) (“CP”) on September 12, 2021, continues to be a “Superior Offer of the Company” under KCS` ongoing merger agreement with Canadian National Company (TSX: CNR, NYSE: CNI) (“CN”). KCS also announced that it has entered into an exemption with CN today in which CN agreed to waive the five-business day match period under CN`s merger agreement, and KCS agreed to terminate CN`s merger agreement today. The announcement came after KCS` board of directors determined on Sept. 12 that an updated acquisition proposal for Canadian Pacific was “superior” to CN`s offer to merge with KCS. Today, CP and KCS announced that they have entered into a merger agreement under which CP has agreed to acquire KCS in an equity and cash transaction with an enterprise value of approximately $31 billion, which includes the assumption of KCS` outstanding debt of $3.8 billion. Kansas City Southern (KCS) has terminated the merger agreement with CN (CNR). KCS` termination follows the mutually agreed early termination of the duration of the game provided for in the NC Merger Agreement. While CN continues to believe that a CN-KCS combination would have improved competition and brought many other compelling benefits to stakeholders, there have been significant changes in the U.S.

regulatory landscape since the introduction of CN`s original proposal that have made the completion of a Class I merger much more uncertain, including an executive order issued by President Biden in July. which focuses on competition. Following the decision of KCS` Board of Directors and the execution of the waiver, KCS terminated CN`s merger agreement and entered into a merger agreement with CP. Pursuant to the terms of CP`s merger agreement, upon completion of CP`s voting trust, each KCS common share will be exchanged for $90 in cash and 2,884 CP common shares. In addition, KCS preferred share holders will receive $37.50 in cash for each KCS preferred share held. Closing is subject to approval by CP and KCS shareholders, receipt of regulatory approvals and other customary closing conditions. Although we believe that the FLI is reasonable based on the information available today and the processes used to prepare it, such statements do not constitute a guarantee of future performance and you are cautioned not to place undue reliance on FLI. and Mexico; climate change and market and regulatory responses to climate change; expected commissioning dates; the success of hedging activities; operational performance and reliability; approvals and support from customers, shareholders, regulators and other stakeholders; regulatory and legislative decisions and measures; the negative effects of the Mexican government`s termination or revocation of Kansas City Southern de México, S.A.

Given the comments of the Surface Transportation Agency in its decision on the CN-KCS joint voting trust application, CN strongly believes that no Class I merger with KCS should be approved without these public interests and increased competition obligations, said CN representatives. .