CN Looks Forward to Engaging With Kansas City Southern to Finalize Definitive Merger Agreement

Welcomes determination by KCS board of directors that CN’s offer is reasonably expected to lead to “Company Superior Proposal”

MONTREAL, April 24, 2021 (GLOBE NEWSWIRE) -- CN (TSX: CNR, NYSE: CNI) today announced that it looks forward to engaging with the board of directors of Kansas City Southern (NYSE: KSU) (“KCS”) to complete confirmatory due diligence and finalize a definitive merger agreement to combine the companies and create the premier railway for the 21^st century.

CN welcomes the determination by Kansas City Southern board of directors that CN’s proposal to combine with KCS could reasonably be expected to lead to a “Company Superior Proposal” as defined in KCS’ existing merger agreement with Canadian Pacific Railway Limited (“CP”).

CN’s proposal offers a clear path to completion and is structured in a way that gives KCS shareholders both greater immediate value and the opportunity to participate in the future upside of the combined company, and CN’s plan to use a voting trust means that KCS shareholders will receive compensation upon the closing of the voting trust.

“We are pleased that KCS has acknowledged the value that a CN-KCS combination would bring as the premier railway for the 21st century. Together, CN and KCS will connect North America in a safer, faster, cleaner and stronger way for the benefit of both companies’ stakeholders. CN looks forward to completing its confirmatory diligence and finalizing its merger agreement with KCS promptly.”

- JJ Ruest, president and chief executive officer of CN

“CN has operated in the United States for more than 100 years, we pioneered Precision Scheduled Railroading and we were the first railway to articulate and invest in a North American vision. CN’s proposal is the right next step for CN, KCS and North America, and this is the right combination to bring the renegotiated USMCA to life in a meaningful way. We have extensive operating experience, including in successfully integrating acquired businesses, and a strong track record of realizing synergies in prior transactions. With KCS’ talented team, we will be able to continue that success in a combination of CN and KCS. We are confident that CN is the better proposal, better partner, the better railway and the best solution for KCS and the North American economy.”