Approvals and Timing
CN and KCS are confident in their ability to obtain all necessary regulatory approvals, including from the Surface Transportation Board (STB) and
the Federal Economic Competition Commission (COFECE) and Federal Telecommunications Institute (IFT) in Mexico.
CN has proposed a plain vanilla
voting trust. Upon KCS shareholder approval of the transaction, and satisfaction of customary closing conditions, CN will acquire KCS shares and place them into the voting trust. KCS shareholders will receive the merger consideration immediately
upon the closing of CNs voting trust, which is expected to be in the second half of 2021.
Following this step, the STB and other regulatory
authorities must approve CNs control of KCS. The completion of the transaction is expected to take place in the second half of 2022. Upon completion, CN and KCS will begin the integration process to realize the significant benefits of the
combination for their stakeholders.
For more information on CNs acquisition of KCS, please visit www.ConnectedContinent.com.
Advisors
J.P. Morgan and RBC Capital Markets are acting
as CNs financial advisors, and Centerview Partners LLC is also serving as a financial advisor. Cravath, Swaine & Moore LLP, Sidley Austin LLP, Norton Rose Fulbright LLP, Torys LLP, Agon and Stikeman Elliot LLP are providing legal
counsel to CN.
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 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.
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