Filed by Canadian National Railway Company
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 12, 2021
On
August 12, 2021, Canadian National Railway Company (CN) issued the following news release.
North Americas Railroad
NEWS RELEASE
CN REAFFIRMS
COMMITMENT TO PRO-COMPETITIVE COMBINATION WITH KCS
Notes KCS board of directors
reiterated that CN transaction is superior and continues to recommend KCS stockholders vote FOR the combination
Supports KCS
decision to adjourn the KCS Special Meeting of Stockholders if the Surface Transportation Board has not issued its decision on the CN-KCS joint voting trust application
Confident that the joint voting trust meets all the standards and the public interest test set forth by the Surface Transportation Board
and believes that it should be approved
MONTREAL, August 12, 2021 CN (TSX: CNR, NYSE: CNI) today reaffirmed its
commitment to its pro-competitive combination with Kansas City Southern (NYSE: KSU) (KCS).
We
are pleased that the KCS board of directors has reiterated that the agreed transaction with CN is superior and recommends that stockholders vote FOR our pro-competitive combination. CN and KCS are committed to
moving forward to create the premier railway for the 21st century. Together, we will enhance competition, drive economic growth and realize the benefits of a fully
end-to-end transportation network connecting North America. We look forward to continuing to work with KCS to deliver this compelling combination to both companies
stakeholders.
JJ Ruest, President and Chief Executive Officer of CN
Superior Agreed Transaction Between CN and KCS
As
previously announced on May 21, 2021, KCS entered into a definitive agreement with CN, pursuant to which CN agreed to acquire KCS in a stock and cash transaction valued at $325 per KCS
share.1 Under the terms of the agreement, which was unanimously approved by the board of directors of each company, KCS stockholders will receive $200 in cash and 1.129 shares of CN common stock
for each KCS common share, with KCS stockholders expected to own approximately 12.65% of the combined company. KCS preferred stockholders will receive $37.50 in cash for each preferred share.
1
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Based on the CN and KCS closing prices on May 12, 2021.
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