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 26, 2021
The following communications were made available on LinkedIn, Twitter and Google and as placed web advertisements on Saturday, April 24, 2021:
LinkedIn:
Ray-Mont Logistics is a valued CN partner providing stuffing and bagging services as well as, terminal operations throughout North America. Ray-Mont
Logistics, we appreciate your support for CN’s superior proposal to acquire Kansas City Southern! See important info at: https://lnkd.in/gTvjqTe Posted on LinkedIn Ray-Mont Logistics on LinkedIn: Letter of support
[a copy of the Badger Mining Corporation letter of support is set forth below]
Badger Mining has been a leading industrial sand supplier for more than 70 years serving markets across the US, Canada, and Mexico. Badger Mining we appreciate your support for CN’s superior
proposal to acquire Kansas City Southern. See important info at:
https://lnkd.in/gTvjqTe
40 years of working hand-in-hand with CN has shown them to be an incredible partner. Their commitment to safety, service and innovation is second to none and we could not be happier with their
proposal to acquire Kansas City Southern. We fully support the proposal and have submitted the attached letter to the Ms. Cynthia T. Brown, . Chief, Section of Administration. Office of Proceedings. Surface Transportation Board. Please join us in
support of their proposal!
PiVAL we appreciate your support for CN’s superior proposal to acquire Kansas City Southern. PiVAL is a third party logistics provider offering warehousing and transloading services throughout
North America. See important info at:https://lnkd.in/gTvjqTe PiVAL International Inc is proud to support CN’s bid to merge with Kansas City Southern railway. The CN & Kansas City Southern connection will open up more cross-border opportunities
for North-America. #connectedcontinent #CN #KCS
[a copy of the news release is set forth below]
CN looks forward to engaging with KCS to finalize a merger agreement following the KCS board’s determination that CN’s offer could reasonably be epxected to lead to a “Company Superior
Proposal”. See the Release and important info: https://lnkd.in/gQmZ88m
Twitter:
[a copy of the news release is set forth below]
Canadian National @ CNRailway - 12s CN looks forward to engaging with KCS to finalize a merger agreement following the KCS board's determination that CN's offer could reasonably be
expected to lead to a "COmpany Superior Proposal". See the release and important info: News | Connected Continent The combination of CN + KCS will connect ports in the United states, Canada and Mexico, ehancing North American competition, trade
and... connectedcontinent.com
Google Search:
Canadian National | Kansas City Southern www.connectedcontinent.com Get the facts about Canadian National’s combination with Kansas City Southern. Read more about our superior proposal.
CN’s proposal for KCS | Get the facts www.connectedcontinent.com Better bid. Better railroad. Better partner. Best solution. Read more about our superior proposal.
CN’s proposal for KCS | Correcting the record www.connectedcontinent.com Delivering greater value. Read why it’s the superior proposal.
Placed Web Advertisements:
Get the facts about Canadian National’s combination with Kansas City Southern. Better bid. Better railroad. Better partner. Best solution. Learn More See more important info at
www.connectedcontinent.com
Get the facts with Canadian National’s combination with Kansas City Southern. CN and KCS will deliver greater value as the premier railway for the 21st century. Learn More See more important
info at www.connectedcontinent.com
Get the facts about Canadian National’s combination with Kansas City Southern. Connecting the Continent. Safer, faster, cleaner, stronger. Learn More. See more important info at
www.connectedcontinent.com
On April 24, 2021, Canadian National Railway Company (“CN”) shared the following letter of support from Ray-Mont Logistics linked in the social media posting set forth above:
Cynthia T. Brown
Chief, Section of Administration
Office of Proceedings
Surface Transportation Board
395 E. Street, S.W.
Washington, DC 20423-0001
| Re: |
FD 36514, Canadian National Railway Company, Grand Trunk Corporation, and CN’s Rail Operating Subsidiaries—Control—Kansas City Southern, the Kansas City Southern Railway Company, Gateway Eastern Railway Company,
and the Texas Mexican Railway Company
|
Dear Ms. Brown:
Ray-Mont Logistics is an industry leader offering Integrated Supply Chain Solutions within North America for nearly 30 years. Deeply rooted in the company’s growth over these years, has been a long-standing, agile, and mutually beneficial
partnership with CN Rail since the company’s inception in 1992. Ray-Mont Logistics currently operate three transloading facilities in Canada, strategically located in Vancouver, BC; Prince Rupert, BC; & Montreal, QC, all of which are rail served
by CN daily. In addition, Ray-Mont Logistics recently announced the establishment of a Logistics Park, located in Mobile, AL in partnership with CN Rail, and Alabama Export Rail which is scheduled to open in 2022. Throughout the duration of its
history together, Ray-Mont and CN have developed a constructive, positive, and innovative partnership, to better serve our mutual customers. By combining first class rail service of CN, the aforementioned transloading facilities within North America,
and Ray-Mont’s International Logistics Divisions, together CN and Ray-Mont have collaborated to provide cost effective, efficient, and integrated logistics solutions, to enhance the container supply chain in North America, for various industry
sectors, such as Grain, Plastic Products, and Forest Products.
At Ray-Mont Logistics, it is our mission to facilitate international trade by enhancing the container supply chain, and it is only through the dynamic partnership with CN, that this mission was achieved in previous years. With this in mind,
Ray-Mont Logistics supports CN’s acquisition of KCS because of the superior benefits a CN-KCS railway would bring to the supply chain within North America, by offering faster, safer, cleaner, and a more direct service for North-South trade.
In addition, we believe that a combination of CN and KCS would help Ray-Mont Logistics to succeed within our markets. CN’s superior service, carload and intermodal, superior safety, gives us confidence that a combined CN-KCS would be best
positioned to serve our needs, particularly with Ray-Mont’s upcoming United States expansion of transloading facilities scheduled in the upcoming years. Furthermore, CN’s successful track record of acquisitions over the past 25+ years also provides
assurance that CN will effectively and seamlessly be able to integrate and partner with KCS to enhance their existing network.
Ray-Mont Logistics is interconnected with the railroad industry throughout North America, which not only act as its foundation, but also, it’s platform for future growth. In addition to the CN served facilities in Canada noted previously, Ray-Mont
Logistics has a transloading facility located in Seattle, WA serviced by BNSF, a Charleston transloading facility set to open in June 2021 serviced by Palmetto Railroad, with dual access to CSX and Norfolk Southern, and is a large customer of both CN
and CP Rail via their respective Intermodal networks within Canada. Annually within North America, Ray-Mont Logistics will receive in excess of 30,000 rail cars per year, plus an additional 20,000 intermodals per year, as a receiver, for transloading
into ocean containers for international export.
As such, the combined company of CN and KCS would create a network with enhanced end-to-end single-owner, single-operator service, which will result in a faster, safer and more economical rail option for us. We are hopeful about this transaction
as a CN-KCS rail will be able to provide the seamless transportation and service that would not be available through KCS should it go forward with an alternative combination.
For example:
| ● |
The combined company’s single-owner, single-operator service would enhance our ability to be competitive in the markets in which we operate, easier access of agricultural products in Kansas City area to our transload facilities throughout
North America, to capitalize on Ray-Mont Logistics strategically located facilities coast to coast.
|
| ● |
Direct access to plastic producers in the Gulf Region, currently served by KCS. Ray-Mont Logistics currently offers cost competitive PE and PVC packaging opportunities in Prince Rupert, BC which is exclusively served by CN and Mobile, AL
facility scheduled to open in 2022.
|
| ● |
CN’s significant experience providing seamless intermodal service throughout their network and across border, critical to the growth of specialized grain producers, with no current rail access.
|
| ● |
Ability to access new exit ports, in the event of supply chain disruptions, with direct rail access on CN’s proven intermodal service.
|
Ray-Mont Logistics is confident in and strongly supports CN’s proposed acquisition of KCS for all of the reasons stated above. We hope to see the premier 21st century railway come to life.
| Sincerely, |
|||
|
|
/s/ Charles Raymond |
||
| Charles Raymond |
|||
| President |
|||
cc: Parties of Record
On April 24, 2021, CN shared the following letter of support from Badger Mining Corporation linked in the social media posting set forth above:
 |
Badger Mining Corporation
409 South Church Street Berlin, WI 54923 |
April 23, 2021
Cynthia T. Brown
Chief, Section of Administration
Office of Proceedings
Surface Transportation Board
395 E. Street, S.W.
Washington, DC 20423-0001
| Re: |
FD 36514, Canadian National Railway Company, Grand Trunk Corporation, and CN’s Rail
Operating Subsidiaries—Control—Kansas City Southern, the Kansas City Southern Railway
Company, Gateway Eastern Railway Company, and the Texas Mexican Railway Company
|
Dear Ms. Brown:
Badger Mining Corporation mines frac and industrial sand in Wisconsin and Texas. For over 30 years, Badger has utilized CN at our Taylor, WI plant, and other idled mines over the years. CN provides good service, maintains a strong business
relationship, and is a critical part of our supply chain.
Badger Mining Corporation supports CN’s acquisition of KCS because of the superior benefits a CN-KCS railway would bring by offering faster, safer, cleaner, and more direct service for North-South trade.
We believe that a combination of CN and KCS would help us to win in our markets. CN’s strong track record of success with superior service, intermodal, and safety gives us confidence that a combined CN- KCS would be best positioned to serve our
needs. Additionally, CN’s successful track record of acquisitions over the past 25+ years also provides assurance that CN will effectively and seamlessly be able to integrate and partner with KCS.
Badger Mining ships over 90% of our products out of Wisconsin by rail. We strongly believe the proposed acquisition will provide greater efficiencies for Badger, particularly in the Mexico market. We also believe the proposed acquisition will
increase competition between Badger and some of our competitors who have mining operations on the Union Pacific and enjoy a cost advantage due to having a single-line haul.
The combined company would create a network with enhanced end-to-end single-owner, single- operator service, which will result in a faster, safer, and more economical rail option for us. We are hopeful about this transaction as a CN-KCS rail will
provide the seamless transportation and service that would not be available through KCS should it go forward with an alternative combination.
For example:
| ● |
The combined company’s single-owner, single-operator service would enhance our ability to be competitive in the markets we operate, benefiting our frac and industrial sand shipments from Taylor and Fairwater, WI to Mexico.
|
Badger Mining is confident in and strongly supports CN’s proposed acquisition of KCS for all reasons as stated above. We hope to see the premier 21st-century railway come to life.
| Sincerely, |
|||
|
|
|||
| Angelo LaMantia | |||
|
Executive Vice President, Supply Chain
|
|||
|
|
Badger Mining Corporation
|
|
cc:
|
Jean-Jacques Ruest – President and CEO, CN Rail
|
|
Kelly Levis – VP Industrial Products, CN Rail
|
|
|
Bruce Yi – Sales Manager, CN Rail
|
|
|
Cody Wickersheim - Co-President, Badger Mining Corporation
|
|
|
Adam Katz – Executive Vice President, Sales, Badger Mining Corporation
|
|
|
Shelly Berhagen – Director of Logistics, Badger Mining Corporation
|
|
On April 24, 2021, CN shared the following letter of support from PiVal International linked in the social media posting set forth above:
April 21st, 2021
Cynthia T. Brown
Chief, Section of Administration
Office of Proceedings
Surface Transportation Board
395 E. Street, S.W.
Washington, DC 20423-0001
| Re: |
FD 36514, Canadian National Railway Company, Grand Trunk Corporation, and CN’s Rail Operating Subsidiaries—Control—Kansas City Southern, the Kansas City Southern Railway Company, Gateway Eastern Railway Company, and the Texas Mexican
Railway Company
|
Dear Ms. Brown:
PiVAL International is a full-service Supply Chain company offering Warehousing & Transportation Solutions to our customer base since 2003. Based out of Montreal Qc, PiVAL operates 5
Distribution Centers across Canada with over 1.3M square feet of capacity. Our Lachine QC and Oshawa ON are connected to CN Rail and we have been partners with CN since 2008.
We believe that a combination of CN and KCS would help us to win in our markets. CN’s strong track record of success with superior service, intermodal and safety gives us confidence that a combined CN- KCS would be best positioned to serve our
needs. Additionally, CN’s successful track record of acquisitions over the past 25+ years also provides assurance that CN will effectively and seamlessly be able to integrate and partner with KCS.
Over the past 10 years, PiVAL supported the General Motors supply chain in Oshawa bringing automotive parts from Mexico by rail utilizing the KCS connection through Jackson MS. Our international customers also benefit from Intermodal advantages of
shipping to Mexico with the CN / KCS connection. Over the years, PiVAL has received over 10,000 carloads over this connection supporting the North American supply chain.
The combined company would create network with enhanced end-to-end single-owner, single-operator service which will result in a faster, safer and more economical rail option for us where we currently rely on trucks and provide shorter distances on
many key routes. We are hopeful about this transaction as a CN-KCS rail will be able to provide the seamless transportation and service that would not be available through KCS should it go forward with an alternative combination.
For example:
| ● |
The combined company’s single-owner, single-operator service would enhance our ability to be competitive in the markets in which we operate, benefiting our shipments of Automotive parts from Mexico to Canada.
|
| ● |
CN’s significant experience providing seamless intermodal service throughout their network and across borders.
|
PiVAL International is confident in and strongly supports CN’s proposed acquisition of KCS for all the reasons as stated above. We hope to see the premier 21st century railway come to life.
Sincerely,
/s/
Jon Chiniborch
Vice-President – Sales & Marketing
Montreal, QC, 514-918-8146
Partners in Value Added Logistics!
On Saturday, April 24, 2021, CN issued the following news release linked in the social media posting set forth above:
North America’s Railroad
NEWS RELEASE
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 – 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 21st 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 (TSX: CP, NYSE: CP) (“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.”
– Robert Pace, Chair of the Board of CN
For more information about CN’s superior proposal to combine with KCS, please visit www.ConnectedContinent.com.
About CN
CN 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.
Forward Looking Statements
Certain 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 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; 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.
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 Solicitation
This 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 It
This news release relates to a proposal which CN has made for an acquisition of KCS. 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 news release 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 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.
Participants
This 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 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 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 www.sedar.com, as applicable.
Contacts:
|
Media
Canada
Mathieu Gaudreault CN Media Relations & Public Affairs (514) 249-4735 Mathieu.Gaudreault@cn.ca Longview Communications & Public Affairs
Martin Cej (403) 512-5730 mcej@longviewcomms.ca United States
Brunswick Group Jonathan Doorley / Rebecca Kral (917) 459-0419 / (917) 818-9002 jdoorley@brunswickgroup.com rkral@brunswickgroup.com |
Investment Community
Paul Butcher Vice-President Investor Relations (514) 399-0052 investor.relations@cn.ca |
Forward Looking Statements
Certain statements included in this communication 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. 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 communication 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; 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 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. 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.
This communication 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 It
This communication relates to a proposal which CN has made for an acquisition of KCS. 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 communication 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 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.
Participants
This communication 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 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 www.sedar.com, as applicable.