Customers, suppliers, elected officials and
other stakeholders sent nearly 200 additional letters underscoring
benefits of CN and KCS combination, bringing total to well over
1,650
Congressman Sam Graves (R-MO) along with top
elected leaders in Louisiana file letters in support of CN-KCS
voting trust
CN (TSX: CNR) (NYSE: CNI) and Kansas City Southern (NYSE: KSU)
(“KCS”) today announced that their combination continues to gain
support, with letters from customers, suppliers, elected officials
and other stakeholders being filed with the Surface Transportation
Board (“STB”) in favor of the companies’ pro-competitive
combination.
Nearly 200 additional letters have been sent to CN and KCS and
filed with the STB, bringing the total number of letters received
to well over 1,650. Importantly, all of the letters being filed
today support the companies’ request that the STB approve the
proposed voting trust agreement. This agreement underpins the
pro-competitive CN-KCS combination, which will create a true USMCA
railroad and will provide numerous new connections and service
options for customers, establishing a seamless single-line service
to expand North American trade and power economic prosperity.
The plain vanilla voting trust, which is identical to the CP
trust approved for use by the STB, is an integral component of the
CN-KCS combination. It prevents premature control of KCS, allows
KCS to maintain independence and protects KCS’ financial health
during the STB’s review of the ultimate combination of CN and KCS.
It also enables KCS shareholders to realize the full value of their
shares without the delay related to this review. Additionally, CN
has committed to divesting the sole area of overlap between the CN
and KCS networks – KCS’ 70-mile line between New Orleans and Baton
Rouge – thereby making the combination a true end-to-end
transaction, and has agreed to preserve existing route options by
keeping gateways open on commercially reasonable terms.
The proposed CN-KCS combination represents a pro-competitive
solution that offers unparalleled opportunities for customers,
employees, shareholders, the environment and the North American
economy.
One of the nearly 200 additional letters filed today is from
Congressman Sam Graves, the Ranking Member of the House Committee
on Transportation and Infrastructure. Representative Graves
“urge[s] approval of the voting trust” and notes that the “CN/KCS
trust should meet the unlawful control test, and also meet the
public interest financial test.” He also observes that “KCS is
well-established and well respected within the Kansas City area and
merging with CN will create new opportunities for trade and
economic growth in the metro area and beyond. From a national and
international perspective, the CN/KCS merger has the potential to
improve commerce and access to markets by creating a single
railroad that will streamline the movement of goods among Canada,
the United States, and Mexico.”
Additional stakeholders from CN and KCS’ networks, including
Mayor President Sharon Weston Broome of Baton Rouge, the Board and
executives of the Baton Rouge Area Foundation, Louisiana Governor
John Bel Edwards, and the Port of New Orleans, continue to write
letters underscoring the significant benefits available through the
combination. Highlights of these letters include:
- “This combination would serve Baton Rouge, Louisiana well by
expanding the collective reach of both railroads and bringing new,
sustainable transportation solutions to businesses in Baton Rouge
and East Baton Rouge Parish.” – Mayor President Sharon Weston
Broome
- “CN has operated in the U.S. for more than 100 years and is
committed to being a strong local partner in every[] community
where it operates. We look forward to the opportunity to expand
access to passenger service between Baton Rouge and New Orleans by
partnering with CN.” – John Spain, EVP, Baton Rouge Area
Foundation
Lastly, today’s filing includes four letters of support from
three local unions affiliated with Brotherhood of Locomotive
Engineers and Trainmen (“BLET”), which collectively represent more
than 1,700 engineers working on CN’s United States rail operating
subsidiaries and approximately 200 engineers working on KCS.
CN and KCS look forward to further comment and engagement from
their stakeholders during the STB’s official public comment period,
which will be open until the end of the day today, June 28, 2021,
as they work towards gaining approval of their voting trust and
completing their combination.
A full copy of CN’s letter filed with the STB appears below:
Applicants Canadian National Railway Company (“CN”) and Kansas
City Southern (“KCS”) respectfully submit the enclosed 186 letters
from stakeholders relating to CN’s and KCS’s proposed combination.
All of the letters in today’s filing express support for the
approval of the voting trust. This filing brings the total number
of support letters filed to well over 1,650. 940 of these letters
explicitly support the proposed CN-KCS voting trust. These letters
come from customers in Canada, Mexico and the United States,
suppliers from every side of the rail industry, many of the largest
ports in North America, trade associations, local chambers of
commerce, dozens of mayors and city administrators, numerous state
legislators, 2 governors, and 11 members of Congress.
Each of the 186 letters filed today voice their unequivocal
support for CN’s proposed voting trust, of which 105 also back the
CN-KCS combination itself. They include a letter from the Honorable
Sam Graves, the representative from Missouri’s Sixth District and
Ranking Member of the House Committee on Transportation and
Infrastructure. Representative Graves “urge[s] approval of the
voting trust” and notes that the “CN/KCS trust should meet the
unlawful control test, and also meet the public interest financial
test.” He also observes that “KCS is well-established and well
respected within the Kansas City area and merging with CN will
create new opportunities for trade and economic growth in the metro
area and beyond. From a national and international perspective, the
CN/KCS merger has the potential to improve commerce and access to
markets by creating a single railroad that will streamline the
movement of goods among Canada, the United States, and Mexico.”
Ranking Member Graves is joined by several other members of the
Missouri and Kansas delegations, including Governor Mike Parson of
Missouri, Congressman Emmanuel Cleaver, and Congresswoman Sharice
Davids. Joining in support as well are numerous Kansas and Missouri
civic organizations and leaders. The Kansas and Missouri
delegations are joined by Congressman Cuellar of Texas and
Congressman Kelly of Mississippi.
Support also comes from Louisiana. Applicants are pleased to
enjoy the backing of Mayor Sharon Weston Broome of Baton Rouge, who
writes that the proposed combination “would serve Baton Rouge,
Louisiana well by expanding the collective reach of both railroads
and bringing new, sustainable transportation solutions to
businesses in Baton Rouge and East Baton Rouge Parish.” The board
and executives of the Baton Rouge Area Foundation likewise write in
support of the merger and voting trust, describing CN as “integral”
to the transportation system of the region, and critical in
connecting their businesses to markets around the World. They
welcome the merger, which they say will further allow industry to
move traffic from truck to rail and in so doing reduce greenhouse
gas emissions. These letters join a dozen others supporting the
merger which Applicants have already filed from Louisiana,
including Governor Edwards and the Port of New Orleans.
The various elected officials, civic leaders, and economic
development groups are joined by numerous other shippers and
customers throughout Mexico, U.S. and Canada. Olin Corporation, a
chemicals producer which ships more than 47,000 rail cars on both
CN and KCS from its 10 North America locations, writes to express
its belief that a CN-KCS merger will help Olin to “support and
potentially grow its business” and to praise CN’s commitment to
developing measures to enhance competition.
Other supporters also eagerly welcome the opportunity to move
truck traffic to the new joint CN-KCS rail network. One such
company is Atlantic Track and Turnout Co., a supplier to the rail
industry as well as a customer that relies upon fast and economical
service from CN in order to ship their products all across North
America. This reliance has only continued to grow as the economy
has reopened and truck freight has become “very expensive and
increasingly unreliable.” They write that the CN-KCS combination
would create a railroad network that is “faster, safer, and more
economical,” which will allow them to shift more of their shipping
to rail where the company currently relies on trucks to move
freight from their facility in Memphis.
Entities from the agriculture industry join to express their
support for the trust as well as the benefits the proposed merger
would bring to their business. One such supporter is Ray-Carroll
County Grain Growers, a long-time customer which depends on KCS for
service at five of its locations where it provides a broad range of
services to farmers and other members. Another, poultry producer
Raeford Farms of Louisiana, looks forward to expanded market access
and a more diversified feed market so that weather conditions in
their immediate region don’t have the potential to pose a
significant threat of disruption to their business.
CN and KCS are also pleased to enjoy support for the proposed
voting trust from numerous labor organizations, including letters
filed earlier this week from multiple chapters of the International
Association of Sheet Metal, Air, Rail and Transportation Workers
and Brotherhood of Locomotive Engineers and Trainmen (“BLET”).
Today’s filing includes support from 4 local unions affiliated with
the Brotherhood of Locomotive Engineers and Trainmen (“BLET”), who
collectively represent over 1700 engineers working on CN’s United
States affiliates and approximately 200 engineers working on KCS.
These letters encourage approval of the voting trust, and note that
the trust “demonstrates clearly the stakeholder-focused approach to
business that Canadian National has demonstrated” in its
relationship with these labor organizations.
CN and KCS are pleased that so many stakeholders recognize that
the trust proposed by CN and KCS, which is identical to the CP
trust approved by the STB, meets the test for approval because it:
(a) prevents premature control of KCS; (b) allows KCS to maintain
independence during the STB’s review of the ultimate combination of
CN and KCS; and (c) protects KCS’ financial health during this
period. It also enables KCS shareholders to realize the full value
of their shares prior to the STB’s subsequent review of the merits
of the proposed combination.
Indeed, as the Board may be aware, former STB Commissioner and
Vice-Chairman, William Clyburn, Jr., wrote in an Railway Age op-ed
dated June 8, 2021 that he believes the CN voting trust addresses
“unlawful control” and the “public interest” standard under the new
rules, and that as such, the voting trust should be approved.
Likewise, in an op-ed published by Railway Age on June 22, Dr.
William Huneke, the former Director of the Office of Economics and
Chief Economist at STB expressed his support for the voting trust
in large part because approval of the trust is the only means by
which shippers will enjoy the benefits of CN’s open gateways
commitment, which he describes as a “big deal.” He believes that
this commitment, which will only be implemented through
consideration and approval of the merger itself, “ensures that
shippers who today enjoy competitive joint line routings with
either CN or KCS will continue to have those routings available to
them in a post CN/KCS merger environment, even if a merged CN/KCS
could handle the entire movement via a single-line routing”.
CN and KCS appreciate the overwhelming support that Board Member
Clyburn, Dr. Huneke, and the many, many other customers and
stakeholders have expressed during the STB’s voting trust comment
period. CN and KCS will continue to engage with industry
stakeholders about the proposed CN-KCS combination and the
tremendous public interest benefits it will bring by creating the
premier railway for the 21st century with a single network across
Canada, the United States, and Mexico.
Respectfully submitted,
/s/ Raymond A.
Atkins
Sean Finn
Raymond A. Atkins
Olivier Chouc
Terence M. Hynes
CN
Matthew J. Warren
935 de La Gauchetière Street West,
Sidley Austin LLP
16th Floor
1501 K Street, N.W.
Montreal, QC H3B 2M9
Washington, DC 20005
CANADA
(202) 736-8000
ratkins@sidley.com
Kathryn J. Gainey
CN
601 Pennsylvania Ave, NW
Suite 500, North Building
Washington, DC 20004
Kathryn.gainey@cn.ca
Counsel for Canadian National
Railway Company, Grand Trunk Corporation, and CN’s Rail Operating
Subsidiaries
/s/ William A.
Mullins
Adam J. Godderz
William A. Mullins
Kansas City Southern
Crystal M. Zorbaugh
P.O. Box 219335
Baker & Miller PLLC
Kansas City, MO 64121-9335
2401 Pennsylvania Avenue, Suite 300
(816) 983-1324
Washington, DC 20037
AGodderz@KCSouthern.com
(202) 663-7823
WMullins@bakerandmiller.com
Counsel for Kansas City Southern,
The Kansas City Southern Railway Company, Gateway Eastern Railway
Company, and the Texas Mexican Railway Company
Dated: June 28, 2021
INDEX of ENCLOSED SUPPORT
STATEMENTS
Statements SUPPORTING
TRANSACTION
- Wisconsin State Representative Rob Summerfield
- Reeve Dan Henn, Rocky View County, Alberta, Canada
- Councilman Warren J. Torres, Jr., St. John the Baptist Parish,
Louisiana
- A.J. Hollander Enterprises Inc.
- Acty Virtual Systems S.A.P.I. de C.V.
- Argom Global Trade S.A. de C.V.
- Atlantic Track & Turnout Co.
- Avient Corporation
- Baton Rouge Area Foundation
- BlueLinx
- C. Czarnikow Sugar Mexico, S.A de C.V.
- Cantak
- ciaO Intermodal
- Comercializadora Interceramic, S.A. de C.V.
- Distribution Business Management Association
- Express Grain Terminals LLC
- Feed Products and Service Co.
- Grupo Aralo
- Grupo Cyprus
- GTO Logistics Center
- Hankins Lumber Company, Inc.
- In-Terminal Services de Mexico S. de R.L. de C.V.
- Intermodal Support Services, Inc.
- J.O. Alvarez, Inc.
- Lapson Mexico S.A de C.V.
- Magotteaux Inc.
- Mar-Jac Poultry, Inc.
- Mitsui de Mexico, S. de R.L. de C.V.
- ModalSupport Equipo de Mexico
- Mutual Transportation Services Inc.
- Navarro International Group, LLC
- Olin Corporation
- Prairie Oat Growers Association
- Rail to Door Consulting
- Reagent Chemical & Research, Inc.
- Schreiber Mexico, S.A. de C.V.
- Shafer Commodities Limited
- Students on Ice Foundation
- Textiles Leon
- Theriault & Hachey Peat Moss Ltd.
- TIM
- Tri Province Enterprises (1984) Ltd.
- Truper, S.A. de C.V.
- Wilson Fuel Co. Limited
- Xolal Construcciones
- Agunsa L&D S.A. de C.V.
- Alfredo de León y Cía, S.C.
- ArcelorMittal Tubular Products Monterrey, S.A. de C.V.
- ARI Arquitectura y Ingeniería, S.A. de C.V.
- AS Trucking
- Borderless Consulting Group
- Bridgefarmer & Associates, Inc.
- California Trucking Company LLC
- Cargodec MX S.C.
- Comercial Ordizia S.A. de C.V.
- Consorcio INTERCOM S.A. de C.V.
- Construcciones Ferroviarias del Golfo S.A. de C.V.
- DLG Industrias S.A. de C.V.
- Electrogazá S.A. de C.V.
- Fastco, Inc.
- Flex-Box
- Fuchs Lubricants Co.
- Gilkes, Inc.
- Grupo Trimex, S.A. de C.V.
- Harinas Elizondo
- Henrry Monsivais S.
- Icom America Inc.
- IEMS AMERICAS, S.C.
- Industrias SCR, S.A. de C.V.
- Ingenieria y Servicios Ferroviarios, S.A. de C.V.
- Interdom LLC
- Internacional Regiormontana de Acero, S.A. de C.V.
- International Electronic Machines Corporation
- Jack Spring Electrical Contractors, Inc.
- JAX Engineering, Inc.
- Jorge Morton Gomez
- José Luis Valle Canales
- Lexair, Inc.
- Lumietri de México
- M3G Consultores S.C.
- Mainline Services, LLC
- Manufacturas Quezher S.R.L. de C.V.
- Martha Reyes y Cia S.C.
- McConway & Torley, LLC
- Meridian Southern Railway, LLC
- Mundo Hidráulico Ferretería S.A. de C.V.
- Node Park
- ONE Ocean Network Express Shipping Mexico, S.A. de C.V.
- Ocean Pacific Construcciones S.A. de C.V.
- Industrias Bachoco and OK Foods, Inc.
- Optima Consulting, LLC
- Plásticos Ceccan
- Polioles, S.A. de C.V.
- Port of Brownsville, Texas
- Productos y Estrategias Del Noreste
- ROYECTOS Y MANTENIMIENTO DE SEÑALIZACION FERROVIARIA S.A. DE
C.V.
- Raeford Farms of Louisiana, LLC
- REFRIGERACION MONSA, S.A. DE C.V.
- Regio Servicios Industriales y Ferroviarios S.A. de C.V.
- Sani Rent de Mexico S.A. de C.V.
- Surrette Battery Company LTD.
- Surveying and Mapping, LLC
- Tejas Surveying, Inc.
- TriCounty FS Inc.
- Winston Plywood & Veneer
Statements SUPPORTING PROPOSED VOTING
TRUST
- The Honorable Michael L. Parson, Governor of Missouri
- The Honorable Sam Graves, U.S. House of Representatives,
Ranking Member, Committee on Transportation and Infrastructure
- The Honorable Bennie G. Thompson, U.S. House of
Representatives
- The Honorable Emanuel Cleaver, II, U.S. House of
Representatives
- The Honorable Henry Cuellar, U.S. House of Representatives
- The Honorable Sharice L. Davids, U.S. House of
Representatives
- The Honorable Trent Kelly, U.S. House of Representatives
- Louisiana State Representative Vincent J. Pierre
- Mayor President Sharon Weston Broome, City of Baton Rouge,
Parish of East Baton Rouge, Louisiana
- Brotherhood of Locomotive Engineers and Trainmen (BLET) GCA
360
- Brotherhood of Locomotive Engineers and Trainmen (BLET) GCA 390
CN/IC Employees
- Brotherhood of Locomotive Engineers and Trainmen (BLET) GCA 390
KCS Employees
- Brotherhood of Locomotive Engineers and Trainmen (BLET) GCA
910
- Ado Technologies
- Allen’s Scrap & Salvage Ltd.
- Alliance Energy Services
- Amar Transport Inc.
- Aspen Acres Organics
- Canada Pork, Canadian Meat Council and the Canadian Pork
Council
- Central Salvage Ltd.
- Charron Warehousing Inc.
- Del Monte Foods, Inc.
- Dorel Industries Inc.
- DVL Logistics
- East & West Transportation
- Economy Brick Sales, Inc.
- ED&F Man Liquid Products LLC
- Effingham Equity
- Events Logistics Worldwide Inc.
- Evergreen Shipping Agency (America) Corp.
- Freightera Logistics Inc.
- FutureWood Corp.
- G2 Logix
- Galaxy Lithium Canada Inc.
- GFL Environmental
- GIO Railways Corporation
- Grain Millers, Inc.
- Great West Distribution Ltd.
- Greater Fort Dodge Growth Alliance
- Greater Kansas City Chamber of Commerce
- Greater Shreveport Chamber of Commerce
- Hopewell Logistics Inc.
- Indiana Business Railroad
- Les Industries P.F. Inc.
- Inteplast Bags & Films Corp.
- J.B. Hunt Transport, Inc.
- Jalamaar del Centro S.A. de C.V.
- Kansas City Area Development Council
- Lewis C. Howard, Inc.
- Lockwood Logistics International Ltd.
- Lotus Terminals Ltd.
- LSM Commodities Ltd
- Ludlow Cooperative Elevator Company
- MCW Transport (2000) Inc.
- Manitoba Starch Products Inc.
- Martrex, Inc.
- Menard, Inc.
- Metal Ox Warehousing & Logistics LLC
- Missouri Chamber of Commerce and Industry
- Missouri Department of Economic Development
- Motive Rail, Inc.
- Oceanex Inc.
- PAR Sales & Transportation, Inc.
- Ponderosa Petroleum
- Ray-Carroll County Grain Growers
- Red Lava, Inc.
- Reliance Carriers Inc.
- Sadoff Iron and Metal Company
- SaniQ
- Seaboard Special Crops
- SPB Equipments
- Sterling Services, Ltd.
- STIHL Limited
- Stupp Bros., Inc. d/b/a Stupp Corporation
- Synergy Grain Trading Ltd.
- TG Appliance Group
- Topflight Grain Cooperative
- Tropic Oil Company
- Union City Terminal Railroad
- WATCO
- The Waterloo Central Railway
CERTIFICATE OF SERVICE
I hereby certify that on this 28th day of June, 2021, a copy of
the foregoing Joint Submission of 186 Additional Statements
Supporting Proposed Transaction And/Or Voting Trust was served by
email or first class mail on the service list to Finance Docket No.
36514.
/s/ Matthew J. Warren Matthew J.
Warren
For more information about CN’s and KCS’ pro-competitive
combination, please visit www.ConnectedContinent.com.
About CN
CN is a world-class transportation leader and trade-enabler.
Essential to the economy, to the customers, and to the communities
it serves, CN safely transports more than 300 million tons of
natural resources, manufactured products, and finished goods
throughout North America every year. As the only railroad
connecting Canada’s Eastern and Western coasts with the U.S. South
through a 19,500-mile rail network, CN and its affiliates have been
contributing to community prosperity and sustainable trade since
1919. CN is committed to programs supporting social responsibility
and environmental stewardship.
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 Railway
Company, providing ocean-to-ocean freight and passenger service
along the Panama Canal. KCS' North American rail holdings and
strategic alliances with other North American rail partners are
primary components of a unique railway system, linking the
commercial and industrial centers of the U.S., Mexico and Canada.
More information about KCS can be found at www.kcsouthern.com
Forward Looking Statements
Certain statements included in this news release constitute
“forward-looking statements” within the meaning of the United
States Private Securities Litigation Reform Act of 1995 and under
Canadian securities laws, including statements based on
management’s assessment and assumptions and publicly available
information with respect to KCS, regarding the proposed transaction
between CN and KCS, the expected benefits of the proposed
transaction and future opportunities for the combined company. By
their nature, forward-looking statements involve risks,
uncertainties and assumptions. CN cautions that its assumptions may
not materialize and that current economic conditions render such
assumptions, although reasonable at the time they were made,
subject to greater uncertainty. Forward-looking statements may be
identified by the use of terminology such as “believes,” “expects,”
“anticipates,” “assumes,” “outlook,” “plans,” “targets,” or other
similar words.
Forward-looking statements are not guarantees of future
performance and involve risks, uncertainties and other factors
which may cause actual results, performance or achievements of CN,
or the combined company, to be materially different from the
outlook or any future results, performance or achievements implied
by such statements. Accordingly, readers are advised not to place
undue reliance on forward-looking statements. Important risk
factors that could affect the forward-looking statements in this
news release include, but are not limited to: the outcome of the
proposed transaction between CN and KCS; the parties’ ability to
consummate the proposed transaction; the conditions to the
completion of the proposed transaction; that the regulatory
approvals required for the proposed transaction may not be obtained
on the terms expected or on the anticipated schedule or at all;
CN’s indebtedness, including the substantial indebtedness CN
expects to incur and assume in connection with the proposed
transaction and the need to generate sufficient cash flows to
service and repay such debt; CN’s ability to meet expectations
regarding the timing, completion and accounting and tax treatments
of the proposed transaction; the possibility that CN may be unable
to achieve expected synergies and operating efficiencies within the
expected time-frames or at all and to successfully integrate KCS’
operations with those of CN; that such integration may be more
difficult, time-consuming or costly than expected; that operating
costs, customer loss and business disruption (including, without
limitation, difficulties in maintaining relationships with
employees, customers or suppliers) may be greater than expected
following the proposed transaction or the public announcement of
the proposed transaction; the retention of certain key employees of
KCS may be difficult; the duration and effects of the COVID-19
pandemic, general economic and business conditions, particularly in
the context of the COVID-19 pandemic; industry competition;
inflation, currency and interest rate fluctuations; changes in fuel
prices; legislative and/or regulatory developments; compliance with
environmental laws and regulations; actions by regulators; the
adverse impact of any termination or revocation by the Mexican
government of KCS de México, S.A. de C.V.’s Concession; increases
in maintenance and operating costs; security threats; reliance on
technology and related cybersecurity risk; trade restrictions or
other changes to international trade arrangements; transportation
of hazardous materials; various events which could disrupt
operations, including illegal blockades of rail networks, and
natural events such as severe weather, droughts, fires, floods and
earthquakes; climate change; labor negotiations and disruptions;
environmental claims; uncertainties of investigations, proceedings
or other types of claims and litigation; risks and liabilities
arising from derailments; timing and completion of capital
programs; and other risks detailed from time to time in reports
filed by CN with securities regulators in Canada and the United
States. Reference should also be made to Management’s Discussion
and Analysis in CN’s annual and interim reports, Annual Information
Form and Form 40-F, filed with Canadian and U.S. securities
regulators and available on CN’s website, for a description of
major risk factors relating to CN. Additional risks that may affect
KCS’ results of operations appear in Part I, Item 1A “Risks Related
to KCS’ Operations and Business” of KCS’ Annual Report on Form 10-K
for the year ended December 31, 2020, and in KCS’ other filings
with the U.S. Securities and Exchange Commission (“SEC”).
Forward-looking statements reflect information as of the date on
which they are made. CN assumes no obligation to update or revise
forward-looking statements to reflect future events, changes in
circumstances, or changes in beliefs, unless required by applicable
securities laws. In the event CN does update any forward-looking
statement, no inference should be made that CN will make additional
updates with respect to that statement, related matters, or any
other forward-looking statement.
No Offer or Solicitation
This news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Additional Information and Where to Find It
In connection with the proposed transaction, CN has filed with
the SEC a registration statement on Form F-4 to register the shares
to be issued in connection with the proposed transaction. The
registration statement includes a preliminary proxy statement of
KCS which, when finalized, will be sent to the stockholders of KCS
seeking their approval of the merger-related proposals. The
registration statement has not yet become effective. This news
release is not a substitute for the proxy statement or registration
statement or other documents CN and/or KCS may file with the SEC or
applicable securities regulators in Canada in connection with the
proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY
PROXY STATEMENT, THE REGISTRATION STATEMENT, THE PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC OR APPLICABLE
SECURITIES REGULATORS IN CANADA CAREFULLY IN THEIR ENTIRETY IF AND
WHEN THEY BECOME AVAILABLE (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO) BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT CN, KCS AND THE PROPOSED TRANSACTIONS. Any
definitive proxy statement(s), registration statement or
prospectus(es) and other documents filed by CN and KCS (if and when
available) will be mailed to stockholders of CN and/or KCS, as
applicable. Investors and security holders will be able to obtain
copies of these documents (if and when available) and other
documents filed with the SEC and applicable securities regulators
in Canada by CN free of charge through at www.sec.gov and
www.sedar.com. Copies of the documents filed by CN (if and when
available) will also be made available free of charge by accessing
CN’s website at www.CN.ca. Copies of the documents filed by KCS (if
and when available) will also be made available free of charge at
www.investors.kcsouthern.com, upon written request delivered to KCS
at 427 West 12th Street, Kansas City, Missouri 64105, Attention:
Corporate Secretary, or by calling KCS’ Corporate Secretary’s
Office by telephone at 1-888-800-3690 or by email at
corpsec@kcsouthern.com.
Participants
This news release is neither a solicitation of a proxy nor a
substitute for any proxy statement or other filings that may be
made with the SEC and applicable securities regulators in Canada.
Nonetheless, CN, KCS, and certain of their directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transactions. Information about CN’s executive
officers and directors is available in its 2021 Management
Information Circular, dated March 9, 2021, as well as its 2020
Annual Report on Form 40-F filed with the SEC on February 1, 2021,
in each case available on its website at www.CN.ca/investors/ and
at www.sec.gov and www.sedar.com. Information about KCS’ directors
and executive officers may be found on its website at
www.kcsouthern.com and in its 2020 Annual Report on Form 10-K filed
with the SEC on January 29, 2021, available at
www.investors.kcsouthern.com and www.sec.gov. Additional
information regarding the interests of such potential participants
will be included in one or more registration statements, proxy
statements or other documents filed with the SEC and applicable
securities regulators in Canada if and when they become available.
These documents (if and when available) may be obtained free of
charge from the SEC’s website at www.sec.gov and from
www.sedar.com, as applicable.
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version on businesswire.com: https://www.businesswire.com/news/home/20210628005453/en/
Media: CN Canada
Mathieu Gaudreault CN Media Relations & Public Affairs (514)
249-4735 Mathieu.Gaudreault@cn.ca
Longview Communications & Public Affairs Martin Cej (403)
512-5730 mcej@longviewcomms.ca
United States Brunswick Group Jonathan Doorley / Rebecca
Kral (917) 459-0419 / (917) 818-9002 jdoorley@brunswickgroup.com
rkral@brunswickgroup.com
Media: KCS C. Doniele
Carlson KCS Corporate Communications & Community Affairs (816)
983-1372 dcarlson@kcsouthern.com
Joele Frank, Wilkinson Brimmer Katcher Tim Lynch / Ed Trissel
(212) 355-4449
Investment Community: CN
Paul Butcher Vice-President Investor Relations (514) 399-0052
investor.relations@cn.ca
Investment Community: KCS
Ashley Thorne Vice President Investor Relations (816) 983-1530
athorne@kcsouthern.com
MacKenzie Partners, Inc. Dan Burch / Laurie Connell (212)
929-5748 / (212) 378-7071
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