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.: 001-04717
Date:
May 12, 2021
On May 12, 2021, Canadian National Railway Company (CN) issued the following news release.
North Americas Railroad
NEWS RELEASE
CN RECEIVES 1000 LETTERS OF
SUPPORT
In just three weeks, over one-thousand letters of support have been filed with the STB
MONTREAL, May 12, 2021 (GLOBE NEWSWIRE) CN (TSX: CNR, NYSE: CNI) today announced that significant support has continued to grow
for its proposed combination with Kansas City Southern (NYSE: KSU) (KCS).
More than 180 additional letters have been sent to CN and filed
with the Surface Transportation Board (STB) in favor of CNs proposed combination with KCS, its use of a voting trust, or both, bringing the total number of support letters CN has received to over 1,000. This is nearly double the
number of support letters filed by CP in less than half the time. CN will continue to communicate and engage with its customers and various stakeholders as it works towards an agreed transaction with KCS.
A full copy of CNs letter filed with the STB appears below:
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Canadian National Railway Company (CN) respectfully submits another 183 letters from stakeholders
relating to CNs proposed combination with Kansas City Southern (KCS). CN continues to be encouraged by the enthusiasm that customers, rail suppliers, ports, local governments, logistics providers, and other stakeholders have
expressed for a KCS-CN combination, which has now resulted in over 1,000 total letters of support for either the proposed KCS-CN combination, for CNs voting trust,
or for both. All of these letters have been received in the three weeks since the proposed transaction became public on April 20.
Seventy-nine of the letters being filed today support the proposed combination of KCS and CN, and 152 of these letters support CNs
request that the Board approve its voting trust agreement and ask the Board to approve that proposed voting trust. (48 of the enclosed letters express support for both the proposed combination and the voting trust.)
CN looks forward to continued conversations with its customers and
other interested parties about the proposed KCS-CN combination and why it presents the best solution for the continued growth, development and prosperity of the North American economy.
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Respectfully submitted,
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Sean Finn
Olivier Chouc
CN
935 de La Gauchetière Street West,
16th Floor
Montreal, QC
H3B 2M9
CANADA
Kathryn J. Gainey
CN
601 Pennsylvania Ave, NW
Suite 500, North Building
Washington, DC 20004
Kathryn.gainey@cn.ca
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/s/ Raymond A. Atkins
Raymond A. Atkins
Terence M. Hynes
Matthew J. Warren
Sidley Austin LLP
1501 K Street, N.W.
Washington, DC 20005
(202) 736-8000
ratkins@sidley.com
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Counsel for Canadian National Railway Company, Grand Trunk Corporation, and CNs Rail Operating
Subsidiaries
Dated: May 12, 2021
For more
information about CNs superior proposal to combine with KCS, please visit www.ConnectedContinent.com.