Filed by Kansas City Southern
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6
under the Securities Exchange Act of 1934
Subject Company: Kansas City Southern
Commission File No.: 333-257298
Date: August 19, 2021
FOR IMMEDIATE
RELEASE
Kansas City Southern Adjourns Special Meeting Of Stockholders Until September 3, 2021
KANSAS CITY, Mo., August 19, 2021 Kansas City Southern (NYSE: KSU) (KCS) today announced that it has convened and
adjourned the Special Meeting of Stockholders (the Special Meeting) for KCS stockholders to vote on the previously announced definitive merger agreement with CN (TSX: CNR, NYSE: CNI) and other proposals until 9:00 a.m., Central Time, on
September 3, 2021. All stockholders of record of KCS common stock and KCS 4% non-cumulative preferred stock as of the close of business on July 1, 2021 will be entitled to vote their shares at the
Special Meeting.
CN and KCS joint voting trust application is currently under review by the Surface Transportation Board (STB). The
Company previously announced that if the STB had not released a public decision by August 17, 2021, at 6:00 p.m., Central Time, the Special Meeting would be adjourned to give all stockholders and the KCS Board time to receive and consider the
STB decision. On August 10, 2021, the STB announced that it expects to issue a decision on the use of the CN voting trust no later than August 31, 2021.
KCS and CN are confident that the voting trust meets all the standards and the public interest test set forth by the STB and believe that it should be
approved. KCS stockholders will receive the merger consideration immediately upon the closing of the voting trust, which is also subject to receipt of KCS stockholder approval and Mexican regulatory approvals.
As previously announced on May 21, 2021, KCS and CN entered into a definitive merger agreement, unanimously approved by the Board of Directors of each
company, pursuant to which CN agreed to acquire KCS in a stock and cash transaction valued at $3251 per common share, based on CNs May 13, 2021 offer, implying a total enterprise value of $33.6 billion, including the assumption of
approximately $3.8 billion of KCS debt. Under the terms of the agreement with CN, KCS stockholders will receive $200 in cash and 1.129 shares of CN common stock for each KCS common share.
The KCS Board of Directors recommends stockholders vote FOR the pending merger with CN. Any questions related to the Special Meeting or the voting of
shares should be directed to our proxy solicitor, MacKenzie Partners, toll-free, at (212) 929-5500 or (800) 322-2885, or via email at KSU@mackenziepartners.com.
For more information on CNs pro-competitive combination with KCS, please visit www.ConnectedContinent.com.
About Kansas City Southern
Headquartered in Kansas City,
Mo., Kansas City Southern (KCS) (NYSE: KSU) is a transportation holding company that has railroad investments in the U.S., Mexico and Panama. Its primary U.S. holding is The Kansas City Southern Railway Company, serving the central and south central
U.S. Its international holdings include Kansas City Southern de Mexico, S.A. de C.V., serving northeastern and central Mexico and the port cities of Lázaro Cárdenas, Tampico and Veracruz, and a 50 percent interest in Panama Canal
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All figures in U.S. dollars, except where noted. All conversions between Canadian dollars and U.S. dollars are
based on a 0.827 foreign exchange rate as of May 12, 2021. Where applicable, figures are based on the CN closing share price on the NYSE of $110.76 as of May 12, 2021.
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