Filed by Canadian National Railway Company
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Kansas City Southern
Commission File No.: 333-257298
Date: June 29, 2021
On
June 29, 2021, Canadian National Railway Company (CN) and Kansas City Southern (KCS) issued the following news release.
North Americas Railroad
NEWS RELEASE
APPROVAL OF CN-KCS VOTING TRUST IS ESSENTIAL NEXT STEP FOR SHIPPERS
AND OTHERS TO HAVE THEIR SAY ON WHAT
CONSTITUTES ENHANCED
COMPETITION
CN and KCS to make next filing with STB on July 6
1,700 letters of support filed with the STB, including 967 specifically requesting STB approval
of the CN voting trust as public comment period closes
Letters of support from 3 governors, 28 mayors and 11 members of Congress, including
Congressmen Sam Graves and Bennie Thompson, shippers, rail labor leaders, and key
business organizations as well as vital shortline partners
MONTREAL and KANSAS CITY, Mo., June 29, 2021 CN (TSX: CNR, NYSE: CNI) and Kansas City Southern (NYSE: KSU) (KCS) today noted that
the Surface Transportation Boards (STB) comment period regarding the companies application for approval of a voting trust has closed, marking another key step toward creating the premier railway for the 21st century through the end-to-end, pro-competitive combination of the two
companies.
The plain vanilla voting trust proposed by CN and KCS, which is identical to the CP trust approved by the STB, meets the test for approval:
(a) it prevents premature control of KCS; (b) it allows KCS to maintain independence during the STBs review of the ultimate combination of CN and KCS; and (c) it protects KCS financial health during this period. It also
enables KCS shareholders to realize the full value of their shares prior to the STBs subsequent review of the merits of the proposed combination.
Former STB Commissioner and Vice-Chairman, William Clyburn, Jr., wrote in a Railway Age op-ed
dated June 10 that he believes the CN voting trust addresses unlawful control and the public interest under the new rules, and that as such, the voting trust should be approved.
Further, approval of the CN-KCS proposed voting trust is the essential next step for shippers and others to have their
say during the Boards consideration of what constitutes enhanced competition during its review of the merits of the combination. Without approval of the CN-KCS voting trust creating a level playing field
with CPs voting trust, shippers will not be able to discuss what constitutes enhanced competition or realize the benefits of this proposed, new, pro-competitive, single line rail-to-rail competition combination.