Filed by Canadian National Railway Company
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6
under the Securities Exchange Act of 1934
Subject Company: Kansas City Southern
Commission File No.: 333-257298
Date: September 1, 2021
On
August 31, 2021, Canadian National Railway Company (CN) issued the following news release.
North Americas Railroad
NEWS RELEASE
CN ISSUES
STATEMENT IN RESPONSE TO SURFACE TRANSPORTATION BOARD DECISION
MONTREAL, August 31, 2021 CN (TSX: CNR, NYSE: CNI)
today issued the following statement in response to the recent decision by the Surface Transportation Board (STB) in relation to CNs proposed combination with Kansas City Southern (NYSE: KSU) (KCS):
We are disappointed in the STBs decision regarding the joint voting trust application filed by CN and KCS. We are evaluating the options
available to us in light of the STBs decision.
We remain confident that our
pro-competitive, end-to-end combination is in the public interest and that it would offer unparalleled opportunities and benefits
for customers, employees, the environment and the North American economy. The combined company would create the premier railway for the 21st century and establish seamless single-line service from
Canada, through the United States and into Mexico.
Since the proposed combination with KCS was announced, we have been encouraged by the
overwhelming support from both companies customers, employees, local communities and shareholders. We continue to believe that the combination of CN and KCS would enhance competition, expand North American trade and power economic prosperity,
provide new and faster routes, increase supply chain efficiency and deliver other benefits to the public good.
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 Canadas 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.
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
managements assessment and assumptions and publicly available information with respect to CN and 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.