Canadian Pacific Applauds KCS Board of Directors’ Decision to Delay Stockholder Vote

Canadian Pacific Railway Limited (“CP”) issued the following statement on the announcement by the Kansas City Southern (“KCS”) Board of Directors that it will adjourn its scheduled Aug. 19 special meeting of stockholders if the Surface Transportation Board (“STB”) has not ruled on Canadian National Railway Company’s (“CN”) trust proposal by Aug. 17, 2021.

We applaud the KCS Board of Directors’ decision to adjourn the Aug. 19 stockholder meeting absent a decision from the STB to “give all shareholders and the Board time to receive and consider the STB decision.”

CP has always maintained KCS stockholders should have all relevant information, including the STB decision on the CN voting trust, to be able to make an informed decision, avoid being locked into the CN-KCS deal and preserve the ability to consider a better alternative proposal. The only way for shareholders to ensure they preserve that ability is to vote “AGAINST” the proposed CN-KCS merger and “FOR” adjournment leading up to the proposed adjournment date of Aug. 17.

We are confident that the STB will take the time needed to review the myriad of issues and concerns the CN voting trust raises. We continue to believe that CN’s proposed use of a voting trust should not be approved because it is anti-competitive and not in the public interest.

We believe that once the STB rules on the CN voting trust, the Aug. 10 CP offer will be deemed superior as the CP-KCS combination has regulatory certainty with the STB approval for the use of a voting trust.

CP has filed a proxy statement asking stockholders to vote “AGAINST” the proposed CN-KCS combination at the Aug. 19 KCS special meeting of stockholders so that KCS’s stockholders are not locked into the CN-KCS deal and unable to consider other, better, options, including CP’s Aug. 10 proposal.

CP-KCS: The only viable Class 1 combination

A CP-KCS combination would be a positive step toward more competition – not less – in the freight rail industry and would be better for Amtrak. It brings more competition among railways and protects obligations to passenger service.

For information on the benefits of a CP-KCS combination, visit FutureForFreight.com.

About Canadian Pacific

Canadian Pacific (TSX: CP) (NYSE: CP) 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 www.cpr.ca to see the rail advantages of CP. CP-IR

Source: Canadian Pacific Railway Limited