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BUSINESS/OPINION – Canadian Pacific Railway Statement Regarding Kansas City Southern Decision to Evaluate Canadian National’s Unsolicited Proposal

Calgary – NOTE – CP Rail travels along the north of the Fraser through Agassiz. CN rolls on the south through Chilliwack and Abbostford. This information includes certain forward looking statements and forward looking information (collectively, FLI) to provide CP and KCS shareholders and potential investors with information about CP, KCS and their respective subsidiaries and affiliates, including each company’s management’s respective assessment of CP, KCS and their respective subsidiaries’ future plans and operations, which FLI may not be appropriate for other purposes. FLI is typically identified by words such as “anticipate”, “expect”, “project”, “estimate”, “forecast”, “plan”, “intend”, “target”, “believe”, “likely” and similar words suggesting future outcomes or statements regarding an outlook. All statements other than statements of historical fact may be FLI.

On Saturday, Canadian Pacific Railway Limited (TSX: CP) (NYSE: CP) (“CP”) provided the following statement regarding Kansas City Southern’s (“KCS”) decision to evaluate Canadian National’s (“CN”) unsolicited proposal.

The board of KCS is simply meeting its obligations under the merger agreement with CP and fulfilling its fiduciary duty to its shareholders by assessing the CN offer. Not only is this the correct process and one that is clearly required by the merger agreement, in fact we are encouraged that they will be taking a hard look at the details of the CN offer as soon as possible, which we believe will lead them to question the true value and deal certainty of their proposal.

“We fully support the board of KCS in reviewing CN’s offer,” said CP President and CEO Keith Creel. “We are confident through this process that they will recognize this unsolicited bid is fraught with challenges, uncertainties and regulatory risks that are not present in the seamless, pro-competitive and pro-service CP-KCS combination.”

As part of this process, Canadian National now needs to answer important questions for the KCS Board:

  • Is its unsolicited bid for KCS real or just an attempt to thwart the agreement that KCS signed with Canadian Pacific?
  • How does CN plan to get approval to create the third largest Class 1 railroad with numerous overlapping connections across the U.S. when the Surface Transportation Board in 2001 purposely changed its merger rules to prohibit such anti-competitive deals?
  • Why would KCS shareholders want to hold CN’s stock when it has been the worst performing Class 1 railroad over the last 10 years by total shareholder return versus Canadian Pacific, which has consistently outperformed the industry and consistently exceeded expectations?
  • Why would KCS shareholders want to hold 12 percent of an under-performing company versus 25 percent of Canadian Pacific, which is led by seasoned, expert railroaders that over deliver?
  • Why should KCS disregard the more than 415 customers and stakeholders who have filed letters to the STB in support of a CP-KCS combination and 48 have filed letters in opposition to the CN proposal.
  • Why should the KCS board abandon the agreement with Canadian Pacific when it is the only one that fits any of the merger conditions that the STB has set?

In an April 23, 2021 decision the Surface Transportation Board confirmed that the waiver it granted to KCS in 2001 is applicable to the proposed combination of CP-KCS because it would still result in the smallest Class 1 railroad with the fewest overlapping routes and be end-to-end in nature.

For more information on the transaction and the benefits it is expected to bring to the full range of stakeholders, visit FutureForFreight.com. The merger agreement can be found at https://www.sec.gov/Archives/edgar/data/16875/000119312521088339/d146726dex21.htm.

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