CN (CNI) Sends Letter to Board of Kansas City Southern (KSU) Regarding Its Superior Proposal

April 22, 2021 9:31 AM EDT

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CN (TSX: CNR, NYSE: CNI) today announced that it has sent a letter to the board of directors of Kansas City Southern (NYSE: KSU) (“KCS”) regarding its superior proposal to acquire KCS in a cash-and-stock transaction valued at $33.7 billion, or $325 per share1.

The following is a copy of that letter:

Canadian NationalJJ RuestPresident and Chief Executive Officer935 de La Gauchetière Street WestMontreal, Quebec H3B 2M9Canadien NationalJean-Jacques RuestPrésident-directeur général935, rue de La Gauchetière ouestMontréal (Québec) H3B 2M9

Pat OttensmeyerPresident and Chief Executive Officerand the Board of DirectorsKansas City Southern427 West 12th StreetKansas City, Missouri 64105

April 22, 2021

Dear Pat and the other Members of the Board of Directors:

On Tuesday, I delivered on behalf of Canadian National Railway Company (“CN”) a compelling proposal for CN to combine with Kansas City Southern (“KCS”), in which KCS shareholders will receive cash and CN stock valued at $325 per KCS common share, based on trading prices as of April 19, 2021. This proposal represents over $50 per common share of incremental value than that being offered as part of the proposed transaction with Canadian Pacific Railway Limited (“CP”).

Rather than acknowledge the clear and substantial superiority of CN’s proposal for KCS shareholders, CP has sought to distract investors and attack CN’s proposal with a variety of inaccurate and unfounded assertions. CP’s claims are not intended to benefit KCS shareholders, but to advance CP’s own interests and to deprive KCS shareholders of the full value for their shares.

As you know, the railroad regulatory approval condition that is relevant to the KCS shareholders is approval of the voting trust, and CN is proposing to use the identical voting trust that CP has proposed. CN is confident that the Surface Transportation Board (STB) will not subject CN’s proposal to any different standard or scrutiny in approving the voting trust than would be applicable to CP’s proposal. Both voting trusts are equally likely to be approved. CP’s deliberately misleading claims to the contrary are not correct.

CN’s proposed combination is clearly in the public interest, and will enhance competition and produce substantial benefits for customers, communities and employees. Following the closing of the voting trust, CN is confident that it will be able to effectively address any reasonable remediation concerns and ensure that rail customers and other stakeholders benefit from the proposed combination with KCS. We look forward to sharing our views on these matters with you and your team.

We are confident that, following completion of your review of our proposal, you will agree to exercise your contractual rights to engage with CN and to give the KCS shareholders the opportunity to receive the benefits of CN’s superior proposal. We look forward to engaging with you and your team in order to finalize the terms of our superior transaction.

Sincerely,

/s/ Jean-Jacques RuestPresident and Chief Executive Officer

For more information about CN’s superior proposal to combine with KCS, please visit www.ConnectedContinent.com.



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