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KCS comments on preliminary proxy statement filed by CP

(Source: Kansas City Southern press release, August 2, 2021)

KANSAS CITY, Mo. — Kansas City Southern (“KCS”) today issued the following statement in response to Canadian Pacific Railway Limited’s ("CP") filing of a preliminary proxy statement on July 29, 2021 regarding the Company’s proposed combination with CN, announced on May 21, 2021:

CP’s 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 CN’s 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 CP’s now terminated offer of $275 per share. We believe that CP’s 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 CN’s voting trust.

KCS’ definitive proxy materials can be found on the SEC’s website at www.sec.gov. The proxy materials have been mailed to all shareholders eligible to vote at the Special Meeting, which can be accessed at meetings.computershare.com/MUKQC2H.

Full story (PDF): www.kcsouthern.com

Tuesday, August 3, 2021

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