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: July 7, 2021
On
July 7, 2021, Canadian National Railway Company (CN) and Kansas City Southern (KCS) issued the following news release.
North Americas Railroad
NEWS RELEASE
CN and KCS
Emphasize Compelling Case for Pro-Competitive Combination in STB Filing, Now Awaiting Final Ruling on Voting Trust
CN-KCS STB filing meets the unlawful control and public interest tests of the STB
CN and KCS note overwhelming support for voting trust and pro-competitive combination from more
than 30 elected officials, including Congressmen Sam Graves and Bennie Thompson
At end of comment period, 1,752 letters of
support were filed with the STB, including more than 1,000 letters of support for the voting trust
MONTREAL and KANSAS CITY, Mo.,
July 7, 2021 CN (TSX: CNR, NYSE: CNI) and Kansas City Southern (NYSE: KSU) (KCS) yesterday made a joint submission to the Surface Transportation Board (STB) that explains why the STB should
approve CNs voting trust structure, which is a critical step toward full STB review on the merits of the proposed CN-KCS combination. This submission closes the record on the voting trust for the CN-KCS combination, and we await the STBs decision.
Over 1,750 letters of support have been filed with the STB,
including more than 1,000 specifically requesting approval of the proposed voting trust, which is an important component of the CN-KCS combination. The voting trust prevents unlawful and 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 all while CN remains financially strong.
The confidence CN and KCS have in the strength of their case is supported by the views of industry experts. Former STB Commissioner and Vice-Chairman William
Clyburn, Jr. wrote in a Railway Age op-ed dated June 10 that he believes the CN voting trust addresses unlawful control and the public interest standard under the new rules, and
that as such, the voting trust should be approved.
The proposed combination will establish seamless, single-line service from Canada, through the United
States and into Mexico. The end-to-end CN-KCS combination will expand North American trade and power economic prosperity, provide
numerous new connections and service options for customers, and deliver many compelling and innovative benefits for ports, employees and communities.