FOR IMMEDIATE RELEASE
Kansas City Southern Board of Directors Determines Proposal from Canadian Pacific Railway Could Reasonably Be Expected to Lead to a
Superior Proposal
Kansas City Southern to Begin Discussions with Canadian Pacific Railway
KANSAS CITY, Mo.September 4, 2021Kansas City Southern (NYSE: KSU) (KCS) today announced that its Board of Directors has
unanimously determined, after consultation with the Companys outside legal and financial advisors, that the unsolicited proposal received from Canadian Pacific Railway Limited (TSX: CP) (NYSE: CP) (CP) on August 31, 2021, to
acquire KCS in a cash and stock transaction valued by CP at $300 per KCS share could reasonably be expected to lead to a Company Superior Proposal as defined in KCSs merger agreement with CN (TSX: CNR, NYSE: CNI).
KCS intends to provide CP with nonpublic information and to engage in discussions and negotiations with CP with respect to CPs proposal, subject in each
case to the requirements of the CN merger agreement.
KCS remains bound by the terms of the CN merger agreement, and KCSs Board has not determined
that CPs proposal in fact constitutes a Company Superior Proposal as defined in the merger agreement with CN. In addition, KCS notes that there can be no assurance that the discussions with CP will result in a transaction.
As previously announced on May 21, 2021, KCS entered into a merger agreement with CN, pursuant to which CN agreed to acquire KCS in a stock and cash
transaction valued at $325 per KCS share based on the CN and KCS closing prices on May 12, 2021.
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 Lázaro Cárdenas, 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
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