Kansas City Southern Confirms Receipt of Unsolicited Proposal From Canadian National Railway

Kansas City Southern (NYSE: KSU) (“KCS”) today announced that it has received an unsolicited proposal from Canadian National Railway (TSX: CNR, NYSE: CNI) (“CN”) to acquire KCS in a cash and stock transaction valued by CN at $325 per KCS share.

On March 21, 2021, KCS announced that it had entered into a merger agreement with Canadian Pacific Railway Limited (TSX: CP, NYSE: CP) (“CP”), pursuant to which CP agreed to acquire KCS in a stock and cash transaction valued at $275 per KCS share based on the CP and KCS closing prices on March 19, 2021. The transaction is subject to customary closing conditions including receipt of regulatory approvals and the approval of CP and KCS shareholders.

The KCS board of directors will evaluate CN’s proposal in accordance with the terms of KCS’ merger agreement with CP, and will respond in due course. The KCS board of directors has not made any determination with respect to CN’s proposal at this time.

‎BofA Securities and Morgan Stanley & Co. LLC are serving as financial advisors to Kansas City Southern. Wachtell, Lipton, Rosen & Katz, Baker & Miller PLLC, Davies Ward Phillips & Vineberg LLP, WilmerHale, and White & Case, S.C. are serving as legal counsel to Kansas City Southern.

About Kansas City Southern

Headquartered 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