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.: 333-257298
Date: June 28, 2021
On
June 28, 2021, Canadian National Railway Company (CN) and Kansas City Southern (KCS) issued the following news release.
North Americas Railroad
NEWS RELEASE
PRO-COMPETITIVE CN-KCS COMBINATION GAINS EVEN MORE SUPPORT FROM KEY
STAKEHOLDERS
Customers, suppliers, elected officials and other stakeholders sent nearly 200 additional letters
underscoring benefits of CN and KCS combination, bringing total to well over 1,650
Congressman Sam Graves (R-MO) along with top elected leaders in Louisiana file letters in support
of CN-KCS voting trust
MONTREAL and KANSAS CITY, Mo., June 28, 2021 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 STBs 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.