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KCS receives revised proposal from CN; Board of Directors deems it “superior” to CP’s

(Source: Kansas City Southern press release, May 13, 2021)

KANSAS CITY, Mo. — Kansas City Southern (“KCS”) today announced receipt of a revised acquisition proposal from Canadian National Railway Company (“CN”). Under the terms of CN’s revised proposal, each share of KCS common stock would be exchanged for $200 in cash and 1.129 shares of CN common stock. The proposal is binding on CN and may be accepted by KCS at any time prior to 5:00 pm EDT on Friday, May 21, 2021. The transaction would be subject to approval by the stockholders of KCS, approval by the Surface Transportation Board of a voting trust, receipt of other regulatory approvals and other customary closing conditions.

After consultation with the Company’s outside legal and financial advisors, the KCS board of directors determined that CN’s revised proposal constitutes a “Company Superior Proposal” as defined in KCS’s merger agreement with Canadian Pacific Railway Limited (“CP”).

KCS has notified CP that it intends to terminate KCS’s merger agreement with CP and enter into the definitive agreement with CN, subject to CP’s right to negotiate amendments to the merger agreement for at least five business days and the KCS board’s further determination as to whether any such amendments would cause the CN proposal no longer to constitute a “Company Superior Proposal.”

BofA Securities and Morgan Stanley & Co. LLC are serving as financial advisors to Kansas City Southern. Wachtell, Lipton, Rosen & Katz, Baker & Miller PLLC, Davies Ward Phillips & Vineberg LLP, WilmerHale, and White & Case, S.C. are serving as legal counsel to Kansas City Southern.

Friday, May 14, 2021

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