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 2, 2021
KCS: Ashley Thorne, 816-983-1530,
athorne@kcsouthern.com
Kansas City Southern Comments on Preliminary Proxy Statement Filed By CP
Recommends Shareholders Vote FOR Merger Agreement With CN
KANSAS CITY, Mo. August 2, 2021 Kansas City Southern (NYSE: KSU) (KCS) today issued the following statement in response to
Canadian Pacific Railway Limiteds (TSX: CP) (NYSE: CP) (CP) filing of a preliminary proxy statement on July 29, 2021 regarding the Companys proposed combination with CN (TSX: CNR, NYSE: CNI), announced on May 21,
2021:
CPs filing of a preliminary proxy seeking votes against the CN transaction is part of an effort to defeat a transaction that
offers KCS shareholders $50 per share more than CP was willing to offer. In May, CP decided not to take advantage of its five-business-day match right, per the terms of its initial merger contract, to compete
with CNs superior proposal. Since that time, CP has consistently criticized our combination with CN. CP claims in its latest filing that it is, ready to re- engage with KCS, but it did not
make any new proposal in its most recent filing. Nor did it commit to making one in the future, going on to say, there can be no assurances that Canadian Pacific will make an offer or proposal to KCS.
KCS believes that shareholders should focus on the opportunity to receive a value under the CN combination of $325 per share, compared to
CPs now terminated offer of $275 per share. We believe that CPs recommendation to vote against our combination with CN is not in our shareholders interest. Shareholder approval of the CN transaction best positions KCS to deliver
superior value to our shareholders as soon as possible.
We continue to recommend that our shareholders vote FOR the
combination with CN, which has compelling benefits for all stakeholders including notably, our customers. Together with CN, we will create the premier railway for the 21st century, bringing
together highly complementary networks to benefit customers, enhancing industry competition, and delivering significant value to shareholders immediately upon close of CNs voting trust.