Business Wire | Sep 12, 2021 12:40PM EDT

Kansas City Southern Receives Revised Proposal from Canadian Pacific That Board of Directors Determines is a "Company Superior Proposal"

Sep. 12, 2021

KANSAS CITY, Mo.--(BUSINESS WIRE)--Sep. 12, 2021--Kansas City Southern (NYSE: KSU) ("KCS") today announced that the KCS Board of Directors determined that CP's revised proposal constitutes a "Company Superior Proposal" as defined in KCS's merger agreement with Canadian National Railway Company (TSX: CNR, NYSE: CNI) ("CN"). The KCS Board of Directors made this determination after consultation with the Company's outside legal and financial advisors.

Under the terms of CP's proposal, each share of KCS common stock would be exchanged for 2.884 CP common shares and $90 in cash. In addition, holders of KCS preferred stock would receive $37.50 in cash for each share of KCS preferred stock held. The proposal is binding on CP and may be accepted by KCS at any time prior to 5:00 pm EDT on Monday, September 20, 2021. The transaction would be subject to approval by the stockholders of CP and KCS, receipt of regulatory approvals and other customary closing conditions.

KCS has notified CN that it intends to terminate KCS's merger agreement with CN and enter into the definitive agreement with CP, subject to CN'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 CP 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.

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 Lzaro Crdenas, 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

View source version on businesswire.com: https://www.businesswire.com/news/home/20210912005042/en/

CONTACT: Media C. Doniele Carlson KCS Corporate Communications & Community Affairs (816) 983-1372 dcarlson@kcsouthern.com

CONTACT: Joele Frank, Wilkinson Brimmer Katcher Tim Lynch / Ed Trissel (212) 355-4449

CONTACT: Investment Community Ashley Thorne Vice President Investor Relations (816) 983-1530 athorne@kcsouthern.com

CONTACT: MacKenzie Partners, Inc. Dan Burch / Laurie Connell (212) 929-5748 / (212) 378-7071 dburch@mackenziepartners.com lconnell@mackenziepartners.com