Canadian Pacific Comments on Unsolicited, Anti-Competitive Proposal by Canadian National to Acquire Kansas City Southern

Canadian Pacific Railway Limited issued the following statement regarding Canadian National’s unsolicited offer to acquire Kansas City Southern (“KCS”):

Canadian National’s (“CN”) proposal is illusory and inferior because it creates adverse competitive impacts and raises other serious public interest concerns. CN’s proposal increases regulatory and anti-trust risk for KCS shareholders and decreases benefits for customers, employees and other stakeholders.

Canadian National’s proposal is massively complex and likely to fail.

The Canadian National proposal would create the third largest Class 1 railroad and destabilize the competitive balance in the North American rail industry.

The only combination involving KCS that is clearly in the public interest is the one that Canadian Pacific has proposed, which has already garnered support from over 400 shippers and other stakeholders. While remaining the smallest of the six U.S. Class 1 railroads by revenue, a combination between CP and KCS creates stronger single-line competition against existing Class 1 routes.

Canadian National Proposal Would Reduce Competition and Negatively Impact Shippers

–Between the upper Midwest and Gulf Coast – in corridors like Twin Cities to New Orleans – the CN proposal would reduce the number of independent routing options from four to three.

–CN’s proposal would eliminate head-to-head competition for large numbers of shippers at numerous locations across KCS’s system. The STB has previously recognized that CN and KCS “compete aggressively for traffic.”

–CN’s suggestion that competition is limited to a handful of shippers between Baton Rouge and New Orleans is false. CN and KCS’s parallel lines between those points serve large numbers of shippers and their proximity has prompted build-in/build-out competition in the past.

–In addition, both CN and KCS serve large numbers of shippers in western Iowa and eastern Nebraska, at Jackson, Mississippi, East St. Louis, Illinois, Springfield, Illinois, and both reach the port of Mobile, Alabama.

Canadian National Has History of Over Promising and Underdelivering

The Canadian National management team has significantly underperformed over a decade and has a track record of underdelivering against its own projections. Specifically, Canadian National has been the worst performing Class 1 railroad over the last 10 years by total shareholder return. This calls into question the financial projections they have made regarding a CN/KCS combination and puts significant value at risk for KCS shareholders.

Importantly, Canadian National has consistently delivered inferior safety and accident performance. In contrast, Canadian Pacific has been North America’s safest Class 1 railroad for 15 consecutive years based on Federal Railroad Administration-reportable train accident frequency.

Canadian Pacific and its management team led by CEO Keith Creel have consistently outperformed the industry with a track record of exceeding expectations. In addition, Keith Creel, a native of Alabama, brings deep knowledge of the US rail networks and extensive operating background, essential to making a combination with KCS successful.

A CP/KCS Combination Ensures Greater Competition and Offers More Options for Customers

A combination of CP and KCS enhances competition, creating new and stronger competitive options against existing UP, BNSF and CN single-line routes, as well as trucks. One prime example is it would benefit the U.S. Upper Midwest grain-growing regions of the Dakotas, Minnesota, and Iowa, where CP/KCS will inject new competition for shippers now beholden to UP and BNSF to reach the Gulf and other end markets. The Canadian National proposal would not bring these benefits.

The CP/KCS combined network’s new single-line offerings would deliver dramatically expanded market reach for customers served by CP and KCS, provide new competitive transportation service options, and support North American economic growth. Importantly, no customer will experience a reduction in independent railroad choices as a result of the transaction.

The transaction is also expected to create jobs across the combined network, and efficiency and service improvements are expected to achieve meaningful environmental benefits.

In short, over 400 customers and stakeholders are supporting the CP/KCS combination because it delivers enhanced competition, more competitive options and superior long-term value for shareholders and stakeholders.

Background on the CP/KCS Definitive Agreement

On March 21, 2021, Canadian Pacific and Kansas City Southern announced a definitive agreement under which common shareholders of KCS will receive 0.489 of a CP share and $90 in cash for each KCS common share held, following the closing into a voting trust. Preferred shareholders will receive $37.50 in cash for each KCS preferred share held. The STB review is expected to be completed by the middle of 2022. Upon obtaining control approval, the two companies will be integrated, unlocking the benefits of the combination.

Canadian Pacific’s Board of Directors continues to recommend the transaction with Kansas City Southern to its stockholders.

CP and KCS Website for More Information for All Stakeholders

Additional information on the transaction and the benefits it is expected to bring to the full range of stakeholders is available online at FutureForFreight.com.

About Canadian Pacific

Canadian Pacific is a transcontinental railway in Canada and the United States with direct links to major ports on the west and east coasts. CP provides North American customers a competitive rail service with access to key markets in every corner of the globe. CP is growing with its customers, offering a suite of freight transportation services, logistics solutions and supply chain expertise. Visit cpr.ca to see the rail advantages of CP. CP-IR

About KCS

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 are primary components of a railway network, linking the commercial and industrial centers of the U.S., Mexico and Canada. More information about KCS can be found at www.kcsouthern.com.

Source: Canadian Pacific Railway Limited