425 1 form425.htm
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.: 001-04717
Date:  April 20, 2021





                                 Superior Proposal to Combine With Kansas City Southern  INVESTOR PRESENTATIONApril 2021     
 



 Certain statements included in this presentation 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 and synergies of the proposed transaction, future opportunities for the combined company and future shareholder returns. By their nature, forward-looking statements involve risks, uncertainties and assumptions. The Company 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 presentation include, but are not limited to: the outcome of any possible transaction between CN and KCS, including the possibility that a transaction will not be agreed to or that the terms of any definitive agreement will be materially different from those described; uncertainties as to whether KCS will cooperate with CN regarding the proposed transaction; 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’s 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 Kansas City Southern 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.Forward-looking statements reflect information as of the date on which they are made. The Company 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.  4  Forward-Looking Statements 
 


 No Offer or SolicitationThis presentation 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 ItThis presentation relates to a proposal which CN has made for an acquisition of Kansas City Southern. In furtherance of this proposal and subject to future developments, CN (and, if a negotiated transaction is agreed, KCS) may file one or more registration statements, proxy statements, tender offer statements or other documents with the U.S. Securities and Exchange Commission (“SEC”) or applicable securities regulators in Canada. This presentation is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document CN and/or KCS may file with the SEC or applicable securities regulators in Canada in connection with the proposed transactions.INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT, 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 BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CN, KCS AND THE PROPOSEDTRANSACTIONS. 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.ParticipantsThis presentation 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 and its 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. Additional information regarding the interests of such potential participants will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC and applicab le 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 www.sedar.com, as applicable.Non-GAAP MeasuresCN reports its financial results in accordance with United States generally accepted accounting principles (GAAP). CN also uses non-GAAP measures in this presentation that do not have any standardized meaning prescribed by GAAP, including constant currency, free cash flow, and adjusted debt-to-adjusted EBITDA multiple. These non-GAAP measures may not be comparable to similar measures presented by other companies. For further details of these non-GAAP measures, including a reconciliation to the most directly comparable GAAP financial measures, refer to the Company’s website, Fourth Quarter and Full Year Results at www.cn.ca/financial-results. This presentation also includes certain forward looking non GAAP measures (Adjusted Diluted EPS, Adjusted EBITDA and a leverage ratio being Adjusted Debt to Adjusted EBITDA). It is not practicable to reconcile, without unreasonable efforts, these forward looking measures to the most comparable GAAP measures (diluted EPS, Net income, and long term debt to net income ratio, respectively), due to unknown variables and uncertainty related to future results. Please see note on Forward Looking Statements above for further discussion.All amounts in this presentation are expressed in United States dollars, unless otherwise noted. All references to the “Company” are to CN.  4  Additional Information 
 


 For more information on CN’s company officers, please visit www.cn.ca/company-officers.  Highly Experienced Leadership Team  Excellence in operations, safety, technology, regulatory, and M&A      JJ RuestPresident & Chief Executive Officer      25 years with CNServed as CMO for 8 years      Rob ReillyExecutive VP & Chief Operating Officer      32 years of rail industry experienceDeep understanding of intermodal business at major ports & terminals      Ghislain HouleExecutive VP & Chief Financial Officer      23 years with CNQualified conductor and engineer      Sean FinnExecutive VP Corporate Services & Chief Legal Officer      27 years with CN21 years in current role      Dominique MalenfantExecutive VP & Chief Information and Technology Officer31 years of transportation experienceExtensive leadership experience and deep knowledge of rail technologies      Dorothea KleinSenior VP & Chief HumanResources Officer      31 years of experienceStrong background in HR, finance, M&A and workforce transformation  4 
 


 CN’s Superior Proposal to Combine With KCS  5  Proposal of $325 per share; 21% premium to the CP proposal (1)$200 in cash and 1.059 CN shares for each KCS shareKCS shareholders will participate in the upside and value creation  Better bid. Better partner. Better railway. Best solution.  Based on CN and CP closing NYSE share prices of US$118.13 and US$365.37, as of April 19, 2021Based on revenue for the years ended December 31, 2020, from KCS public disclosure. CAD figures converted to USD at FX rate of 0.799 as of April 19, 2021.Please see the heading Non-GAAP Measures in this presentation  Combined revenue of $13.6B and Adj. EBITDA of $6.8B (pre-synergies) (2)(3)Establishes the premier Canada-U.S.-Mexico railway networkSignificant synergies mainly driven by ESG-positive conversion of truck to railBringing together two exceptional, talented, high performing teams  Fully committed financingPlain vanilla voting trust structureNo CN shareholder approval requirementContinue operating under the KCS name in the U.S. and Mexico  Higher Premium, More Upfront Cash  Best in Class Combined Network, More Synergies  LowerExecution Risk 
 


 6  Creating The North American railway for the 21st century  Strong balance sheet with rapid deleveraging profile  Premier Canada-U.S.-Mexico railway network  Unparalleled stakeholder benefits: Safer, Faster, Cleaner, Stronger  Accelerate ESG-driven growth and enhanced choice for the customer  EBITDA synergies approaching $1B – preliminary estimate (1)  Expected to be highly value accretive to all shareholders (2)  Management preliminary estimates based on public informationThe combination is expected to be accretive to CN’s Adjusted Diluted EPS, excluding incremental transaction-related amortization, in the first full year following CN’s acquisition of control of KCS, and is expected to generate double-digit accretion upon the full realization of synergies thereafter. Please see the heading Non-GAAP Measures in this presentation.  CN-KCS is Unique, Highly Strategic, and Value Accretive        +     
 


   Precision Scheduled Railroading pioneer; first to champion and integrate PSR across our full networkThe first and leading North American railway, with a deep and rich history of operating in the U.S.ESG leadership; the only Class I in Dow Jones Sustainability World IndexCulture of safety, efficiency, integrity, and diversity; combined with leadership in advanced technologyStrong balance sheet and disciplined capital allocationLong-standing acquisition track record; strategic, accretive, and successful integrations  CN’s Foundation of Excellence and Core Strengths    7 
 


                             Prince Rupert  Vancouver  EdmontonSaskatoon  Winnipeg  Halifax  Montreal  Toronto  Memphis  New Orleans  Chicago Detroit  Longstanding Track Record of Successful Acquisitions & Integrations          Prince George            2019-2020FURTHER EXPANDING OUR REACHMassena rail line (pending closing) TransXH&R  2009STRUCTURAL ADVANTAGE IN CHICAGOElgin, Joliet and Eastern Railway2006–2008SOLIDIFYING OUR REACHSavage Alberta Railway Mackenzie Northern Railway Lakeland & Waterways Railway Central Western Railway Athabasca Northern Railway  Chemin de fer de la Matapédia et du Golfe Ottawa Central RailwayNew Brunswick East Coast RailwayCompagnie de Gestion de Matane1998–2004BUILDING A THREE COAST ACCESSIllinois Central Railway Wisconsin Central RailwayB.C. RailwayGreat Lakes Transportation1995SOLID CANADIAN FOOTPRINTCN Network at privatization                  19951998200120042006-2007200820092019        Unmatched North American rail network with a deep and rich history of operating in the U.S.  Chicago Network Advantage  CN Owned and Operated Network        7 
 


                                             Memphis  Halifax  Montreal  Winnipeg  Omaha  Vancouver  Prince Rupert  Louis  Saskatoon  Edmonton  Minneapolis- St-Paul  Pittsburgh  Toronto  New Orleans  DeChicagoSt.  troit  Mobile  Counce  Jackson  Dallas  Shreveport Houston  Laredo  Corpus Christi  Brownsville  Veracruz  Mexico City  San Luis Potosi  CN KCSKCS Trackage Rights KCS Mexico  Lázaro Cárdenas          East Coast access enabling international supply chains  CN-KCS Will Create the End-to-End USMCA Rail Network  9  Facilitating trade and powering economic prosperity across North America      Kansas City Speedway:new competitive route betweenKC, Detroit & Chicago  Unique Benefits of Combined Network (1)  Secure North American supply chainDeliver goods faster at lower costEnhanced choice for customersESG-positive truck to rail conversionSingle owner-operated rail networkNew single line service from Laredoto Michigan & OntarioKC to East Coast with no interchangeLeverage Prince Rupert expertise inMexico’s ports  Connecting North America’s industrial corridor  Enhance Lázaro Cárdenas                          Detroit  Chicago  Kansas City  Gilman Springfield      Kansas City                (1) Less than 1% of KCS route miles overlap with CN network   
 


                     5,176  3,992  2,582  3,149  2,720  2,582  1,050  925  925  3,507  Combination Will Accelerate CN’s Powerful Intermodal Growth  10  Pro Forma CN-KCS                  77.5%  36.4%  36.3%  22.4%  22.2%(2)  (1.9%)    Intermodal Carloads (2010 – 2020 Growth %)  2020 Intermodal Carloads (‘000s)        Industry Average: 27.4%(1)  Note: Based on equity research, company websites and public filings2010 – 2020 percent growth weighted average using 2020 intermodal carload volumesBNSF 2010 intermodal carload volume based on equity research    Combination Will Create One of the Largest Intermodal Networks in North America  CN is the Fastest Growing Intermodal Network in North America  NSC  CSX  BNSF  CP  (5.0%)UP  BNSF  NSC  UP  CSX  CP  KCS  KCS 
 


   Enhanced Scale and Highly Diversified Customer Base  Combined (3)  Note: Based on 2020 figures. Figures in CAD converted to USD based on April 19, 2021 exchange rate of 0.799  Business mix percentage based on 2020 freight revenue; Geography based on 2020 total revenueKCS information based on public filingsPro forma revenue excludes expected synergies  11  Business Mix (1)  Geography (1)        $11.0B  $2.6B  $13.6B    Revenue        Diversified by commodity & geography with minimal reliance on thermal coal and crude                  Intermodal28%  Petroleum and Chemicals 20%  Grain and Fertilizers 20%  Forest Products 13%  Coal  Automotive 4%4%Metals andMinerals 11%                Intermodal13%  Petroleum and Chemicals 33%  Grain and Fertilizers 18%  Automotive7%Metals and Minerals 14%Forest Products 10%  Coal 6%                Intermodal25%  Petroleum and Chemicals 22%  Grain and Fertilizers 19%  Metals and  Minerals11%Forest Products 12%  5%  Coal  Automotive 4%      Canada 69%  U.S. 31%      U.S. 53%  Mexico 47%        Canada 56%  U.S.35%  Mexico 9%        (2)   
 


       ~$8B additional addressable market opportunity~75% of new TAM opportunity from ESG-positive conversion of trucks to more fuel-efficient railService enhanced USMCA trade flowsMinimal reliance on thermal coal and crudeGrowth to support job creationStronger teams with one goal of customer success    Fuel efficiency and lower costsBroader technology deploymentPotential for purchasing economies of scaleCore of cost savings will not be people-driven  Intermodal Opportunity Breakdown    Truck    Rail  Expected EBITDA Synergies Approaching $1B (1)  Conservative & preliminary estimates  Expected to achieve ~$1B annualized EBITDA synergies within three years of integration (1)      Food and Ag (Temperature Controlled)        Industrial Products Manufacturing Materials        Consumer Products Automotive Parts      New Revenue Opportunity    Cost Efficiencies  (1) Management preliminary estimates based on public information  A ~$6B truck addressable market …  growth from USMCA and  reshoring trend      $6B  $2B            35%  12  24%  23%…with rapid future  9%  8% 
 


 Environmental Protection  Active Social Responsibility  Best-in-Class Governance  ESG Leader in North American Transportation  Consuming 15% less locomotive fuel per Gross Ton Mile vs. average of its Class I railway peersCommitting to reduce GHG emissionintensity by 29% by 2030 (1)First North American railroad to formally support TCFD framework (2)  Life Critical Rules reinforce CN’s culture ofsafety-firstVery strong community and stakeholder engagement cultureSignatory to Catalyst Accord 2022 to accelerate gender diversity initiatives  Executive compensation aligned with ESG performanceBest in class corporate governance and CN Board to achieve gender parity of independent directors at AGM        CN’s Focus Today  Best-in-Class Fuel Efficiency Across a Larger Network    2018  2020  KCS (3)1.24  ~5% improvementsince 20180.94  0.35      0.89      CN-KCS Fuel Efficiency Opportunity  CN Gallons per 1,000 Gross Ton Miles    tCO2e/million revenue tonne kilometers, based on 2015 levelsTask Force on Climate-related Financial DisclosureKCS information based on public filings  13  Corporate Knights  Rail is Significantly More Efficient Than Truck  Replaced by a single freight train  Recognition  300+ Trucks  More fuel efficient than truck  4-5x  GHG reduction moving freight by rail vs. truck  75% 
 


 14              CN’s Advanced Technology Applied to a Larger Rail Network    Connecting the Supply Chain    APIs for customers to “track and trace” shipments in real-time (2)Reducing end-to-end cycle times      ✓              Autonomous Track Inspection Program (FRA approved) (1)Equipped with latest sensors and AI technologyMore accurate preventative maintenanceUp to 20x more inspections, while unlocking capacityDigitalized and Automated Train InspectionMore frequent and better quality inspectionsCoupling high-resolution imaging hardware with powerful machine learning software  CN’s technology will improve safety across KCS’ ~7,100 route miles  Federal Railroad AdministrationApplication Programming Interface     
 



 Strong Free Cash Flow Supports Rapid Deleveraging    Trust period Post-trust period  Committed to a strong balance sheet and expect to maintain investment grade rating  Committed to maintaining a strong balance sheet and investment grade ratingPause share repurchases and re-evaluate as leverage reaches 2.5x - 3.0x (1)No change to current dividend policy  (1) Represents adjusted debt-to-adjusted EBITDA multiple, assuming closing into trust at end of 2021. Please see the heading Non-GAAP Measures in this presentation.              4.6x  15  4.2x  3.5x  2021E  2022E  2023E  Pro Forma Leverage Targets (1) 
 


 Better together – for the benefit of customers, communities and shareholders        +KCS    Recap: Combination Will Create the Premier Railway for the 21st CenturyBetter BidHigher premium, more upfront cash, and lower execution risk    Better PartnerMore (ESG-driven) synergies    The Best Solution    Better RailwaySafer, Faster, Cleaner, Stronger          16 
 


                     A Superior Combination         
 


 Independent voting trust acquires shares of KCSKCS shareholder approval and customary closing conditions required for CN to acquire KCS shares, at which point CN would place shares into voting trust and provide consideration to KCS shareholdersStructure separates KCS from CN control until STB authorizationExisting management and Board of Directors steward KCS while in trustTarget close in 2H/2021  Appendix: Voting Trust Structure  Plain vanilla structure identical to the CP proposal  Upon receiving control approval from the STB, the two companies would be integratedBegin realizing synergiesTarget date for acquisition of control in 2H/2022      Step 1  Step 2          KCS  CN  Voting Trust        KCSshares placed in trust  Distribution to CN          KCS debt continues to be serviced by KCS cash flow  Consideration to KCS shareholders upon closing into trust and CN draws acquisition financing  Process Overview    Trust Structure  18 
 


 Appendix: Key Terms of the Proposed CN Transaction  19  (1) Based on CN and CP closing NYSE share prices of US$118.13 and US$365.37, as of April 19, 2021  Offer Price and Consideration  CN is proposing to combine with KCS at a price of $325 per shareKCS shareholders to receive $200 in cash and 1.059 CN shares for each KCS shareRepresents a premium of 21% to the implied value of the CP proposal (1)Implies a total enterprise value of $33.7BAt closing, KCS common shareholders would own ~12% of the combined company  Financing  Fully committed financing by J.P. Morgan and RBC Capital Markets of $19.3BCommitted to a strong balance sheet and expect to maintain investment grade rating  Governance andRelated Matters  Continue operating in the U.S. and Mexico under the Kansas City Southern name and brandKansas City will be headquarters of combined CN-KCS U.S. operationsFour KCS directors will join CN’s boardCN’s U.S. operating and maintenance facilities to remain  Approvals & Expected Closing  CN is seeking to enter into merger agreement with KCS as soon as possibleTargeting closing into voting trust in 2H/2021, subject to receipt of approvals by KCS shareholders, U.S. Surface Transportation Board (STB) approval of the contemplated voting trust structure and Mexican regulatory approvalsSTB control approval and acquisition of control targeted in 2H/2022No CN shareholder approval required