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CP Applauds KCS Board's Action to Adjourn Stockholder Meeting So Stockholders Can Fully Consider an STB Decision on CN Voting Trust
19 August 2021

Calgary Alberta - Canadian Pacific Railway Limited (CP) today issued the following statement on the Kansas City Southern (KCS) Board of Directors' action today to postpone its 19 Aug 2021 special meeting of stockholders to 3 Sep 2021.
 
By rightly postponing Thursday's meeting, the KCS Board of Directors appropriately will allow stockholders to have access to all the information needed before voting on the CN/KCS merger proposal, including the critical decision by the Surface Transportation Board (STB) on the Canadian National (CN) proposed voting trust.
 
Delaying the stockholder vote also means KCS stockholders won't become locked into a CN/KCS combination, and then unable to consider other, better, options like CP's 10 Aug 2021 proposal, which remains outstanding.
 
The STB has said it will issue its voting trust decision by 31 Aug 2021.
 
CP has urged the STB not to approve CN's proposed use of a voting trust because CP believes that the trust would be anti-competitive and not in the public interest.
 
CP/KCS is the only true end-to-end Class 1 combination that serves the public interest preserving and enhancing competition for customers and enabling a stronger North American rail network connecting Canada, the United States, and Mexico.
 
CP/KCS is a superior combination that has a path to approval and deal certainty for the KCS shareholders.
 
CP also believes that once the STB rules on the CN voting trust proposal, the 10 Aug 2021 CP offer ought to be deemed superior as the CP/KCS combination has regulatory certainty as a result of the STB's approval for CP's use of a voting trust.
 
Author unknown.

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