In a release issued under the same headline earlier today by
Canadian National Railway CN (TSX: CNR, NYSE: CNI), please note a
typo has been inserted in the headline. The corrected release
follows:
CN (TSX: CNR, NYSE: CNI) and Kansas City
Southern (NYSE: KSU) (“KCS”) today announced that their combination
continues to gain support, with letters from customers, suppliers,
elected officials and other stakeholders being filed with the
Surface Transportation Board (“STB”) in favor of the companies’
pro-competitive combination.
Nearly 200 additional letters have been sent to
CN and KCS and filed with the STB, bringing the total number of
letters received to well over 1,650. Importantly, all of the
letters being filed today support the companies’ request that the
STB approve the proposed voting trust agreement. This agreement
underpins the pro-competitive CN-KCS combination, which will create
a true USMCA railroad and will provide numerous new connections and
service options for customers, establishing a seamless single-line
service to expand North American trade and power economic
prosperity.
The plain vanilla voting trust, which is
identical to the CP trust approved for use by the STB, is an
integral component of the CN-KCS combination. It prevents premature
control of KCS, allows KCS to maintain independence and protects
KCS’ financial health during the STB’s review of the ultimate
combination of CN and KCS. It also enables KCS shareholders to
realize the full value of their shares without the delay related to
this review. Additionally, CN has committed to divesting the sole
area of overlap between the CN and KCS networks – KCS’ 70-mile line
between New Orleans and Baton Rouge – thereby making the
combination a true end-to-end transaction, and has agreed to
preserve existing route options by keeping gateways open on
commercially reasonable terms.
The proposed CN-KCS combination represents a
pro-competitive solution that offers unparalleled opportunities for
customers, employees, shareholders, the environment and the North
American economy.
One of the nearly 200 additional letters filed
today is from Congressman Sam Graves, the Ranking Member of the
House Committee on Transportation and Infrastructure.
Representative Graves “urge[s] approval of the voting trust” and
notes that the “CN/KCS trust should meet the unlawful control test,
and also meet the public interest financial test.” He also observes
that “KCS is well-established and well respected within the Kansas
City area and merging with CN will create new opportunities for
trade and economic growth in the metro area and beyond. From a
national and international perspective, the CN/KCS merger has the
potential to improve commerce and access to markets by creating a
single railroad that will streamline the movement of goods among
Canada, the United States, and Mexico.”
Additional stakeholders from CN and KCS’
networks, including Mayor President Sharon Weston Broome of Baton
Rouge, the Board and executives of the Baton Rouge Area Foundation,
Louisiana Governor John Bel Edwards, and the Port of New Orleans,
continue to write letters underscoring the significant benefits
available through the combination. Highlights of these letters
include:
- “This combination would serve Baton
Rouge, Louisiana well by expanding the collective reach of both
railroads and bringing new, sustainable transportation solutions to
businesses in Baton Rouge and East Baton Rouge Parish.” – Mayor
President Sharon Weston Broome
- “CN has operated in the U.S. for
more than 100 years and is committed to being a strong local
partner in every[] community where it operates. We look forward to
the opportunity to expand access to passenger service between Baton
Rouge and New Orleans by partnering with CN.” – John Spain, EVP,
Baton Rouge Area Foundation
Lastly, today’s filing includes four letters of
support from three local unions affiliated with Brotherhood of
Locomotive Engineers and Trainmen (“BLET”), which collectively
represent more than 1,700 engineers working on CN’s United States
rail operating subsidiaries and approximately 200 engineers working
on KCS.
CN and KCS look forward to further comment and
engagement from their stakeholders during the STB’s official public
comment period, which will be open until the end of the day today,
June 28, 2021, as they work towards gaining approval of their
voting trust and completing their combination.
A full copy of CN’s letter filed with the STB appears
below:
Applicants Canadian National Railway Company
(“CN”) and Kansas City Southern (“KCS”) respectfully submit the
enclosed 186 letters from stakeholders relating to CN’s and KCS’s
proposed combination. All of the letters in today’s filing express
support for the approval of the voting trust. This filing brings
the total number of support letters filed to well over 1,650. 940
of these letters explicitly support the proposed CN-KCS voting
trust. These letters come from customers in Canada, Mexico and the
United States, suppliers from every side of the rail industry, many
of the largest ports in North America, trade associations, local
chambers of commerce, dozens of mayors and city administrators,
numerous state legislators, 2 governors, and 11 members of
Congress. Each of the 186 letters filed today voice their
unequivocal support for CN’s proposed voting trust, of which 105
also back the CN-KCS combination itself. They include a letter from
the Honorable Sam Graves, the representative from Missouri’s Sixth
District and Ranking Member of the House Committee on
Transportation and Infrastructure. Representative Graves “urge[s]
approval of the voting trust” and notes that the “CN/KCS trust
should meet the unlawful control test, and also meet the public
interest financial test.” He also observes that “KCS is
well-established and well respected within the Kansas City area and
merging with CN will create new opportunities for trade and
economic growth in the metro area and beyond. From a national and
international perspective, the CN/KCS merger has the potential to
improve commerce and access to markets by creating a single
railroad that will streamline the movement of goods among Canada,
the United States, and Mexico.”
Ranking Member Graves is joined by several other
members of the Missouri and Kansas delegations, including Governor
Mike Parson of Missouri, Congressman Emmanuel Cleaver, and
Congresswoman Sharice Davids. Joining in support as well are
numerous Kansas and Missouri civic organizations and leaders. The
Kansas and Missouri delegations are joined by Congressman Cuellar
of Texas and Congressman Kelly of Mississippi.
Support also comes from Louisiana. Applicants
are pleased to enjoy the backing of Mayor Sharon Weston Broome of
Baton Rouge, who writes that the proposed combination “would serve
Baton Rouge, Louisiana well by expanding the collective reach of
both railroads and bringing new, sustainable transportation
solutions to businesses in Baton Rouge and East Baton Rouge
Parish.” The board and executives of the Baton Rouge Area
Foundation likewise write in support of the merger and voting
trust, describing CN as “integral” to the transportation system of
the region, and critical in connecting their businesses to markets
around the World. They welcome the merger, which they say will
further allow industry to move traffic from truck to rail and in so
doing reduce greenhouse gas emissions. These letters join a dozen
others supporting the merger which Applicants have already filed
from Louisiana, including Governor Edwards and the Port of New
Orleans.
The various elected officials, civic leaders,
and economic development groups are joined by numerous other
shippers and customers throughout Mexico, U.S. and Canada. Olin
Corporation, a chemicals producer which ships more than 47,000 rail
cars on both CN and KCS from its 10 North America locations, writes
to express its belief that a CN-KCS merger will help Olin to
“support and potentially grow its business” and to praise CN’s
commitment to developing measures to enhance competition.
Other supporters also eagerly welcome the
opportunity to move truck traffic to the new joint CN-KCS rail
network. One such company is Atlantic Track and Turnout Co., a
supplier to the rail industry as well as a customer that relies
upon fast and economical service from CN in order to ship their
products all across North America. This reliance has only continued
to grow as the economy has reopened and truck freight has become
“very expensive and increasingly unreliable.” They write that the
CN-KCS combination would create a railroad network that is “faster,
safer, and more economical,” which will allow them to shift more of
their shipping to rail where the company currently relies on trucks
to move freight from their facility in Memphis.
Entities from the agriculture industry join to
express their support for the trust as well as the benefits the
proposed merger would bring to their business. One such supporter
is Ray-Carroll County Grain Growers, a long-time customer which
depends on KCS for service at five of its locations where it
provides a broad range of services to farmers and other members.
Another, poultry producer Raeford Farms of Louisiana, looks forward
to expanded market access and a more diversified feed market so
that weather conditions in their immediate region don’t have the
potential to pose a significant threat of disruption to their
business.
CN and KCS are also pleased to enjoy support for
the proposed voting trust from numerous labor organizations,
including letters filed earlier this week from multiple chapters of
the International Association of Sheet Metal, Air, Rail and
Transportation Workers and Brotherhood of Locomotive Engineers and
Trainmen (“BLET”). Today’s filing includes support from 4 local
unions affiliated with the Brotherhood of Locomotive Engineers and
Trainmen (“BLET”), who collectively represent over 1700 engineers
working on CN’s United States affiliates and approximately 200
engineers working on KCS. These letters encourage approval of the
voting trust, and note that the trust “demonstrates clearly the
stakeholder-focused approach to business that Canadian National has
demonstrated” in its relationship with these labor
organizations.
CN and KCS are pleased that so many stakeholders
recognize that the trust proposed by CN and KCS, which is identical
to the CP trust approved by the STB, meets the test for approval
because it: (a) prevents premature control of KCS; (b) allows KCS
to maintain independence during the STB’s review of the ultimate
combination of CN and KCS; and (c) protects KCS’ financial health
during this period. It also enables KCS shareholders to realize the
full value of their shares prior to the STB’s subsequent review of
the merits of the proposed combination.
Indeed, as the Board may be aware, former STB
Commissioner and Vice-Chairman, William Clyburn, Jr., wrote in an
Railway Age op-ed dated June 8, 2021 that he believes the CN voting
trust addresses “unlawful control” and the “public interest”
standard under the new rules, and that as such, the voting trust
should be approved. Likewise, in an op-ed published by Railway Age
on June 22, Dr. William Huneke, the former Director of the Office
of Economics and Chief Economist at STB expressed his support for
the voting trust in large part because approval of the trust is the
only means by which shippers will enjoy the benefits of CN’s open
gateways commitment, which he describes as a “big deal.” He
believes that this commitment, which will only be implemented
through consideration and approval of the merger itself, “ensures
that shippers who today enjoy competitive joint line routings with
either CN or KCS will continue to have those routings available to
them in a post CN/KCS merger environment, even if a merged CN/KCS
could handle the entire movement via a single-line routing”.
CN and KCS appreciate the overwhelming support
that Board Member Clyburn, Dr. Huneke, and the many, many other
customers and stakeholders have expressed during the STB’s voting
trust comment period. CN and KCS will continue to engage with
industry stakeholders about the proposed CN-KCS combination and the
tremendous public interest benefits it will bring by creating the
premier railway for the 21st century with a single network across
Canada, the United States, and Mexico.
Respectfully submitted,
Sean FinnOlivier ChoucCN935 de La
Gauchetière Street West, 16th Floor Montreal, QC H3B
2M9CANADAKathryn J. GaineyCN601 Pennsylvania Ave, NWSuite 500,
North BuildingWashington, DC 20004Kathryn.gainey@cn.ca |
/s/ Raymond A.
Atkins
Raymond A. AtkinsTerence M. HynesMatthew J. WarrenSidley Austin
LLP1501 K Street, N.W.Washington, DC 20005(202)
736-8000ratkins@sidley.com |
Counsel for Canadian National Railway Company,
Grand Trunk Corporation, and CN’s Rail Operating Subsidiaries
Adam J. GodderzKansas City
Southern P.O. Box 219335Kansas City, MO 64121-9335(816)
983-1324AGodderz@KCSouthern.com |
/s/ William A.
Mullins
William A. MullinsCrystal M. ZorbaughBaker & Miller PLLC2401
Pennsylvania Avenue, Suite 300Washington, DC 20037(202)
663-7823WMullins@bakerandmiller.com |
Counsel for Kansas City Southern, The Kansas City
Southern Railway Company, Gateway Eastern Railway Company, and the
Texas Mexican Railway Company
Dated: June 28, 2021
INDEX of ENCLOSED SUPPORT
STATEMENTS
Statements SUPPORTING TRANSACTION
- Wisconsin State Representative Rob Summerfield
- Reeve Dan Henn, Rocky View County, Alberta, Canada
- Councilman Warren J. Torres, Jr., St. John the Baptist Parish,
Louisiana
- A.J. Hollander Enterprises Inc.
- Acty Virtual Systems S.A.P.I. de C.V.
- Argom Global Trade S.A. de C.V.
- Atlantic Track & Turnout Co.
- Avient Corporation
- Baton Rouge Area Foundation
- BlueLinx
- C. Czarnikow Sugar Mexico, S.A de C.V.
- Cantak
- ciaO Intermodal
- Comercializadora Interceramic, S.A. de C.V.
- Distribution Business Management Association
- Express Grain Terminals LLC
- Feed Products and Service Co.
- Grupo Aralo
- Grupo Cyprus
- GTO Logistics Center
- Hankins Lumber Company, Inc.
- In-Terminal Services de Mexico S. de R.L. de C.V.
- Intermodal Support Services, Inc.
- J.O. Alvarez, Inc.
- Lapson Mexico S.A de C.V.
- Magotteaux Inc.
- Mar-Jac Poultry, Inc.
- Mitsui de Mexico, S. de R.L. de C.V.
- ModalSupport Equipo de Mexico
- Mutual Transportation Services Inc.
- Navarro International Group, LLC
- Olin Corporation
- Prairie Oat Growers Association
- Rail to Door Consulting
- Reagent Chemical & Research, Inc.
- Schreiber Mexico, S.A. de C.V.
- Shafer Commodities Limited
- Students on Ice Foundation
- Textiles Leon
- Theriault & Hachey Peat Moss Ltd.
- TIM
- Tri Province Enterprises (1984) Ltd.
- Truper, S.A. de C.V.
- Wilson Fuel Co. Limited
- Xolal Construcciones
- Agunsa L&D S.A. de C.V.
- Alfredo de León y Cía, S.C.
- ArcelorMittal Tubular Products Monterrey, S.A. de C.V.
- ARI Arquitectura y Ingeniería, S.A. de C.V.
- AS Trucking
- Borderless Consulting Group
- Bridgefarmer & Associates, Inc.
- California Trucking Company LLC
- Cargodec MX S.C.
- Comercial Ordizia S.A. de C.V.
- Consorcio INTERCOM S.A. de C.V.
- Construcciones Ferroviarias del Golfo S.A. de C.V.
- DLG Industrias S.A. de C.V.
- Electrogazá S.A. de C.V.
- Fastco, Inc.
- Flex-Box
- Fuchs Lubricants Co.
- Gilkes, Inc.
- Grupo Trimex, S.A. de C.V.
- Harinas Elizondo
- Henrry Monsivais S.
- Icom America Inc.
- IEMS AMERICAS, S.C.
- Industrias SCR, S.A. de C.V.
- Ingenieria y Servicios Ferroviarios, S.A. de C.V.
- Interdom LLC
- Internacional Regiormontana de Acero, S.A. de C.V.
- International Electronic Machines Corporation
- Jack Spring Electrical Contractors, Inc.
- JAX Engineering, Inc.
- Jorge Morton Gomez
- José Luis Valle Canales
- Lexair, Inc.
- Lumietri de México
- M3G Consultores S.C.
- Mainline Services, LLC
- Manufacturas Quezher S.R.L. de C.V.
- Martha Reyes y Cia S.C.
- McConway & Torley, LLC
- Meridian Southern Railway, LLC
- Mundo Hidráulico Ferretería S.A. de C.V.
- Node Park
- ONE Ocean Network Express Shipping Mexico, S.A. de C.V.
- Ocean Pacific Construcciones S.A. de C.V.
- Industrias Bachoco and OK Foods, Inc.
- Optima Consulting, LLC
- Plásticos Ceccan
- Polioles, S.A. de C.V.
- Port of Brownsville, Texas
- Productos y Estrategias Del Noreste
- ROYECTOS Y MANTENIMIENTO DE SEÑALIZACION FERROVIARIA S.A. DE
C.V.
- Raeford Farms of Louisiana, LLC
- REFRIGERACION MONSA, S.A. DE C.V.
- Regio Servicios Industriales y Ferroviarios S.A. de C.V.
- Sani Rent de Mexico S.A. de C.V.
- Surrette Battery Company LTD.
- Surveying and Mapping, LLC
- Tejas Surveying, Inc.
- TriCounty FS Inc.
- Winston Plywood & Veneer
Statements SUPPORTING PROPOSED VOTING TRUST
- The Honorable Michael L. Parson, Governor of Missouri
- The Honorable Sam Graves, U.S. House of Representatives,
Ranking Member, Committee on Transportation and Infrastructure
- The Honorable Bennie G. Thompson, U.S. House of
Representatives
- The Honorable Emanuel Cleaver, II, U.S. House of
Representatives
- The Honorable Henry Cuellar, U.S. House of Representatives
- The Honorable Sharice L. Davids, U.S. House of
Representatives
- The Honorable Trent Kelly, U.S. House of Representatives
- Louisiana State Representative Vincent J. Pierre
- Mayor President Sharon Weston Broome, City of Baton Rouge,
Parish of East Baton Rouge, Louisiana
- Brotherhood of Locomotive Engineers and Trainmen (BLET) GCA
360
- Brotherhood of Locomotive Engineers and Trainmen (BLET) GCA 390
CN/IC Employees
- Brotherhood of Locomotive Engineers and Trainmen (BLET) GCA 390
KCS Employees
- Brotherhood of Locomotive Engineers and Trainmen (BLET) GCA
910
- Ado Technologies
- Allen’s Scrap & Salvage Ltd.
- Alliance Energy Services
- Amar Transport Inc.
- Aspen Acres Organics
- Canada Pork, Canadian Meat Council and the Canadian Pork
Council
- Central Salvage Ltd.
- Charron Warehousing Inc.
- Del Monte Foods, Inc.
- Dorel Industries Inc.
- DVL Logistics
- East & West Transportation
- Economy Brick Sales, Inc.
- ED&F Man Liquid Products LLC
- Effingham Equity
- Events Logistics Worldwide Inc.
- Evergreen Shipping Agency (America) Corp.
- Freightera Logistics Inc.
- FutureWood Corp.
- G2 Logix
- Galaxy Lithium Canada Inc.
- GFL Environmental
- GIO Railways Corporation
- Grain Millers, Inc.
- Great West Distribution Ltd.
- Greater Fort Dodge Growth Alliance
- Greater Kansas City Chamber of Commerce
- Greater Shreveport Chamber of Commerce
- Hopewell Logistics Inc.
- Indiana Business Railroad
- Les Industries P.F. Inc.
- Inteplast Bags & Films Corp.
- J.B. Hunt Transport, Inc.
- Jalamaar del Centro S.A. de C.V.
- Kansas City Area Development Council
- Lewis C. Howard, Inc.
- Lockwood Logistics International Ltd.
- Lotus Terminals Ltd.
- LSM Commodities Ltd
- Ludlow Cooperative Elevator Company
- MCW Transport (2000) Inc.
- Manitoba Starch Products Inc.
- Martrex, Inc.
- Menard, Inc.
- Metal Ox Warehousing & Logistics LLC
- Missouri Chamber of Commerce and Industry
- Missouri Department of Economic Development
- Motive Rail, Inc.
- Oceanex Inc.
- PAR Sales & Transportation, Inc.
- Ponderosa Petroleum
- Ray-Carroll County Grain Growers
- Red Lava, Inc.
- Reliance Carriers Inc.
- Sadoff Iron and Metal Company
- SaniQ
- Seaboard Special Crops
- SPB Equipments
- Sterling Services, Ltd.
- STIHL Limited
- Stupp Bros., Inc. d/b/a Stupp Corporation
- Synergy Grain Trading Ltd.
- TG Appliance Group
- Topflight Grain Cooperative
- Tropic Oil Company
- Union City Terminal Railroad
- WATCO
- The Waterloo Central Railway
CERTIFICATE OF SERVICE
I hereby certify that on this 28th day of June, 2021, a copy of
the foregoing Joint Submission of 186 Additional Statements
Supporting Proposed Transaction And/Or Voting Trust was served by
email or first class mail on the service list to Finance Docket No.
36514.
/s/ Matthew J.
Warren
Matthew
J. Warren
For more information about CN’s and KCS’ pro-competitive
combination, please visit www.ConnectedContinent.com.
About CNCN is a world-class transportation
leader and trade-enabler. Essential to the economy, to the
customers, and to the communities it serves, CN safely transports
more than 300 million tons of natural resources, manufactured
products, and finished goods throughout North America every year.
As the only railroad connecting Canada’s Eastern and Western coasts
with the U.S. South through a 19,500-mile rail network, CN and its
affiliates have been contributing to community prosperity and
sustainable trade since 1919. CN is committed to programs
supporting social responsibility and environmental stewardship.
About Kansas City SouthernHeadquartered in
Kansas City, Mo., Kansas City Southern (KCS) (NYSE: KSU) is a
transportation holding company that has railroad investments in the
U.S., Mexico and Panama. Its primary U.S. holding is The Kansas
City Southern Railway Company, serving the central and south
central U.S. Its international holdings include Kansas City
Southern de Mexico, S.A. de C.V., serving northeastern and central
Mexico and the port cities of Lázaro Cárdenas, Tampico and
Veracruz, and a 50 percent interest in Panama Canal Railway
Company, providing ocean-to-ocean freight and passenger service
along the Panama Canal. KCS' North American rail holdings and
strategic alliances with other North American rail partners are
primary components of a unique railway system, linking the
commercial and industrial centers of the U.S., Mexico and Canada.
More information about KCS can be found at www.kcsouthern.com
Forward Looking StatementsCertain statements
included in this news release constitute “forward-looking
statements” within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and under Canadian
securities laws, including statements based on management’s
assessment and assumptions and publicly available information with
respect to KCS, regarding the proposed transaction between CN and
KCS, the expected benefits of the proposed transaction and future
opportunities for the combined company. By their nature,
forward-looking statements involve risks, uncertainties and
assumptions. CN cautions that its assumptions may not materialize
and that current economic conditions render such assumptions,
although reasonable at the time they were made, subject to greater
uncertainty. Forward-looking statements may be identified by the
use of terminology such as “believes,” “expects,” “anticipates,”
“assumes,” “outlook,” “plans,” “targets,” or other similar
words.
Forward-looking statements are not guarantees of
future performance and involve risks, uncertainties and other
factors which may cause actual results, performance or achievements
of CN, or the combined company, to be materially different from the
outlook or any future results, performance or achievements implied
by such statements. Accordingly, readers are advised not to place
undue reliance on forward-looking statements. Important risk
factors that could affect the forward-looking statements in this
news release include, but are not limited to: the outcome of the
proposed transaction between CN and KCS; the parties’ ability to
consummate the proposed transaction; the conditions to the
completion of the proposed transaction; that the regulatory
approvals required for the proposed transaction may not be obtained
on the terms expected or on the anticipated schedule or at all;
CN’s indebtedness, including the substantial indebtedness CN
expects to incur and assume in connection with the proposed
transaction and the need to generate sufficient cash flows to
service and repay such debt; CN’s ability to meet expectations
regarding the timing, completion and accounting and tax treatments
of the proposed transaction; the possibility that CN may be unable
to achieve expected synergies and operating efficiencies within the
expected time-frames or at all and to successfully integrate KCS’
operations with those of CN; that such integration may be more
difficult, time-consuming or costly than expected; that operating
costs, customer loss and business disruption (including, without
limitation, difficulties in maintaining relationships with
employees, customers or suppliers) may be greater than expected
following the proposed transaction or the public announcement of
the proposed transaction; the retention of certain key employees of
KCS may be difficult; the duration and effects of the COVID-19
pandemic, general economic and business conditions, particularly in
the context of the COVID-19 pandemic; industry competition;
inflation, currency and interest rate fluctuations; changes in fuel
prices; legislative and/or regulatory developments; compliance with
environmental laws and regulations; actions by regulators; the
adverse impact of any termination or revocation by the Mexican
government of KCS de México, S.A. de C.V.’s Concession; increases
in maintenance and operating costs; security threats; reliance on
technology and related cybersecurity risk; trade restrictions or
other changes to international trade arrangements; transportation
of hazardous materials; various events which could disrupt
operations, including illegal blockades of rail networks, and
natural events such as severe weather, droughts, fires, floods and
earthquakes; climate change; labor negotiations and disruptions;
environmental claims; uncertainties of investigations, proceedings
or other types of claims and litigation; risks and liabilities
arising from derailments; timing and completion of capital
programs; and other risks detailed from time to time in reports
filed by CN with securities regulators in Canada and the United
States. Reference should also be made to Management’s Discussion
and Analysis in CN’s annual and interim reports, Annual Information
Form and Form 40-F, filed with Canadian and U.S. securities
regulators and available on CN’s website, for a description of
major risk factors relating to CN. Additional risks that may affect
KCS’ results of operations appear in Part I, Item 1A “Risks Related
to KCS’ Operations and Business” of KCS’ Annual Report on Form 10-K
for the year ended December 31, 2020, and in KCS’ other filings
with the U.S. Securities and Exchange Commission (“SEC”).
Forward-looking statements reflect information
as of the date on which they are made. CN assumes no obligation to
update or revise forward-looking statements to reflect future
events, changes in circumstances, or changes in beliefs, unless
required by applicable securities laws. In the event CN does update
any forward-looking statement, no inference should be made that CN
will make additional updates with respect to that statement,
related matters, or any other forward-looking statement.
No Offer or SolicitationThis news release does
not constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Additional Information and Where to Find ItIn
connection with the proposed transaction, CN has filed with the SEC
a registration statement on Form F-4 to register the shares to be
issued in connection with the proposed transaction. The
registration statement includes a preliminary proxy statement of
KCS which, when finalized, will be sent to the stockholders of KCS
seeking their approval of the merger-related proposals. The
registration statement has not yet become effective. This news
release is not a substitute for the proxy statement or registration
statement or other documents CN and/or KCS may file with the SEC or
applicable securities regulators in Canada in connection with the
proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE PRELIMINARY PROXY STATEMENT, THE REGISTRATION STATEMENT, THE
PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC OR
APPLICABLE SECURITIES REGULATORS IN CANADA CAREFULLY IN THEIR
ENTIRETY IF AND WHEN THEY BECOME AVAILABLE (INCLUDING ALL
AMENDMENTS AND SUPPLEMENTS THERETO) BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT CN, KCS AND THE PROPOSED TRANSACTIONS.
Any definitive proxy statement(s), registration statement or
prospectus(es) and other documents filed by CN and KCS (if and when
available) will be mailed to stockholders of CN and/or KCS, as
applicable. Investors and security holders will be able to obtain
copies of these documents (if and when available) and other
documents filed with the SEC and applicable securities regulators
in Canada by CN free of charge through at www.sec.gov and
www.sedar.com. Copies of the documents filed by CN (if and when
available) will also be made available free of charge by accessing
CN’s website at www.CN.ca. Copies of the documents filed by KCS (if
and when available) will also be made available free of charge at
www.investors.kcsouthern.com, upon written request delivered to KCS
at 427 West 12th Street, Kansas City, Missouri 64105, Attention:
Corporate Secretary, or by calling KCS’ Corporate Secretary’s
Office by telephone at 1-888-800-3690 or by email at
corpsec@kcsouthern.com.
ParticipantsThis news release is neither a
solicitation of a proxy nor a substitute for any proxy statement or
other filings that may be made with the SEC and applicable
securities regulators in Canada. Nonetheless, CN, KCS, and certain
of their directors and executive officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies in respect of the proposed transactions.
Information about CN’s executive officers and directors is
available in its 2021 Management Information Circular, dated March
9, 2021, as well as its 2020 Annual Report on Form 40-F filed with
the SEC on February 1, 2021, in each case available on its website
at www.CN.ca/investors/ and at www.sec.gov and www.sedar.com.
Information about KCS’ directors and executive officers may be
found on its website at www.kcsouthern.com and in its 2020 Annual
Report on Form 10-K filed with the SEC on January 29, 2021,
available at www.investors.kcsouthern.com and www.sec.gov.
Additional information regarding the interests of such potential
participants will be included in one or more registration
statements, proxy statements or other documents filed with the SEC
and applicable securities regulators in Canada if and when they
become available. These documents (if and when available) may be
obtained free of charge from the SEC’s website at www.sec.gov and
from www.sedar.com, as applicable.
Contacts:
Media:
CNCanadaMathieu GaudreaultCN Media
Relations & Public Affairs(514)
249-4735Mathieu.Gaudreault@cn.ca Longview Communications &
Public AffairsMartin Cej (403) 512-5730 mcej@longviewcomms.ca
United StatesBrunswick GroupJonathan Doorley /
Rebecca Kral(917) 459-0419 / (917)
818-9002jdoorley@brunswickgroup.comrkral@brunswickgroup.com |
Investment Community:
CNPaul ButcherVice-PresidentInvestor Relations(514)
399-0052investor.relations@cn.ca Investment Community:
KCSAshley ThorneVice PresidentInvestor Relations(816)
983-1530athorne@kcsouthern.comMacKenzie Partners, Inc.Dan Burch /
Laurie Connell(212) 929-5748 / (212) 378-7071 |
Media: KCSC.
Doniele CarlsonKCS Corporate Communications & Community
Affairs(816) 983-1372dcarlson@kcsouthern.com Joele Frank, Wilkinson
Brimmer KatcherTim Lynch / Ed Trissel(212) 355-4449 |
|
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