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
CN-KCS Voting Trust Receives Additional Support from Organized Labor, Including Four Local Union Letters from the Brotherhood of Locomotive Engineers and Trainmen
CN-KCS voting trust previously received support from
SMART-TD General Committees and International Brotherhood of Boilermakers
MONTREAL and KANSAS CITY, Mo.,
June 28, 2021 CN (TSX: CNR, NYSE: CNI) and Kansas City Southern (NYSE: KSU) (KCS) today announced that three local union committees representing CN and KCS employees in the United States that are affiliated with the
Brotherhood of Locomotive Engineers and Trainmen (BLET) have filed four letters in support of the proposed voting trust with the Surface Transportation Board (STB). These letters were filed as part of the STBs public
comment period for its review of the CN-KCS voting trust, which will close at midnight today. These letters underscore the significant benefits for organized labor from a
CN-KCS combination.
These local BLET committees represent CN employees in locations from the Canadian border to
the Gulf of Mexico who have a direct interest in the proposed pro-competitive CN-KCS combination. The letters express support for CNs and KCS voting trust
from officers including the General Chairmen of BLET General Committees of Adjustment 360, 390 and 910, which collectively represent more than 1,700 locomotive engineers on CNs United States rail operating subsidiaries and approximately 200
engineers working on KCS.
With the submission of these four letters, BLET adds to the significant labor organization support for the approval of CN-KCS proposed voting trust. CN-KCS have noted earlier letters of support for the voting trust from officers including the General Chairmen of SMART-TD General Committees of Adjustment 377, 433, and 987, which collectively represent over 1,800 conductors on CNs United States rail operating subsidiaries, as well as International Brotherhood of
Boilermakers (IBB), one of the oldest unions in the United States representing more than 50,000 skilled craftsmen and craftswomen and industrial workers throughout the United States and Canada.
The plain vanilla voting trust proposed by CN and KCS, which is identical to the CP trust approved by the STB, meets the test for approval: (a) it
prevents premature control of KCS; (b) allows KCS to maintain independence during the STBs review of the ultimate combination of CN and KCS; and (c) protects KCS financial health during this period.