Customers, suppliers, elected officials and other stakeholders sent nearly 200 additional letters underscoring benefits of CN and KCS combination, bringing total to well over 1,650
Congressman
Nearly 200 additional letters have been sent to CN and KCS and filed with the STB, bringing the total number of letters received to well over 1,650. Importantly, all of the letters being filed today support the companies’ request that the STB approve the proposed voting trust agreement. This agreement underpins the pro-competitive CN-KCS combination, which will create a true USMCA railroad and will provide numerous new connections and service options for customers, establishing a seamless single-line service to expand North American trade and power economic prosperity.
The plain vanilla voting trust, which is identical to the CP trust approved for use by the STB, is an integral component of the CN-KCS combination. It prevents premature control of KCS, allows KCS to maintain independence and protects KCS’ financial health during the STB’s review of the ultimate combination of CN and KCS. It also enables KCS shareholders to realize the full value of their shares without the delay related to this review. Additionally, CN has committed to divesting the sole area of overlap between the CN and KCS networks – KCS’ 70-mile line between
The proposed CN-KCS combination represents a pro-competitive solution that offers unparalleled opportunities for customers, employees, shareholders, the environment and the North American economy.
One of the nearly 200 additional letters filed today is from Congressman
Additional stakeholders from CN and KCS’ networks, including Mayor President
- “This combination would serve
Baton Rouge, Louisiana well by expanding the collective reach of both railroads and bringing new, sustainable transportation solutions to businesses inBaton Rouge and EastBaton Rouge Parish .” – Mayor PresidentSharon Weston Broome - “CN has operated in the
U.S. for more than 100 years and is committed to being a strong local partner in every[] community where it operates. We look forward to the opportunity to expand access to passenger service betweenBaton Rouge andNew Orleans by partnering with CN.” –John Spain , EVP,Baton Rouge Area Foundation
Lastly, today’s filing includes four letters of support from three local unions affiliated with
CN and KCS look forward to further comment and engagement from their stakeholders during the STB’s official public comment period, which will be open until the end of the day today,
A full copy of CN’s letter filed with the STB appears below:
Applicants
Each of the 186 letters filed today voice their unequivocal support for CN’s proposed voting trust, of which 105 also back the CN-KCS combination itself. They include a letter from the Honorable
Ranking Member Graves is joined by several other members of the
Support also comes from
The various elected officials, civic leaders, and economic development groups are joined by numerous other shippers and customers throughout Mexico,
Other supporters also eagerly welcome the opportunity to move truck traffic to the new joint CN-KCS rail network. One such company is
Entities from the agriculture industry join to express their support for the trust as well as the benefits the proposed merger would bring to their business. One such supporter is
CN and KCS are also pleased to enjoy support for the proposed voting trust from numerous labor organizations, including letters filed earlier this week from multiple chapters of the
CN and KCS are pleased that so many stakeholders recognize that the trust proposed by CN and KCS, which is identical to the CP trust approved by the STB, meets the test for approval because it: (a) prevents premature control of KCS; (b) allows KCS to maintain independence during the STB’s review of the ultimate combination of CN and KCS; and (c) protects KCS’ financial health during this period. It also enables KCS shareholders to realize the full value of their shares prior to the STB’s subsequent review of the merits of the proposed combination.
Indeed, as the Board may be aware, former STB Commissioner and Vice-Chairman,
CN and KCS appreciate the overwhelming support that Board Member Clyburn,
Respectfully submitted,
CN 935 de La Gauchetière Street West, 16th Floor CN Suite 500, Kathryn.gainey@cn.ca | /s/ Raymond A. Atkins (202) 736-8000 ratkins@sidley.com |
Counsel for
P.O. Box 219335 (816) 983-1324 AGodderz@KCSouthern.com | /s/ William A. Mullins (202) 663-7823 WMullins@bakerandmiller.com |
Counsel for
Dated:
INDEX of ENCLOSED SUPPORT STATEMENTS
Statements SUPPORTING TRANSACTION
- Wisconsin State Representative
Rob Summerfield Reeve Dan Henn , Rocky View County,Alberta, Canada - Councilman
Warren J. Torres , Jr.,St. John the Baptist Parish, Louisiana A.J. Hollander Enterprises Inc. Acty Virtual Systems S.A.P.I. de C.V. Argom Global Trade S.A. de C.V. Atlantic Track & Turnout Co. - Avient Corporation
Baton Rouge Area Foundation - BlueLinx
C. Czarnikow Sugar Mexico , S.Ade C.V. - Cantak
- ciaO Intermodal
Comercializadora Interceramic, S.A. de C.V. Distribution Business Management Association Express Grain Terminals LLC Feed Products and Service Co. - Grupo Aralo
- Grupo Cyprus
GTO Logistics Center Hankins Lumber Company, Inc. In-Terminal Services de Mexico S. de R.L. de C.V. Intermodal Support Services, Inc. J.O. Alvarez, Inc. - Lapson Mexico S.A
de C.V. Magotteaux Inc. Mar-Jac Poultry, Inc. Mitsui de Mexico ,S. de R.L. de C.V. - ModalSupport Equipo de Mexico
Mutual Transportation Services Inc. Navarro International Group, LLC - Olin Corporation
Prairie Oat Growers Association - Rail to
Door Consulting Reagent Chemical & Research, Inc. Schreiber Mexico, S.A. de C.V. Shafer Commodities Limited - Students on
Ice Foundation - Textiles Leon
Theriault & Hachey Peat Moss Ltd. - TIM
Tri Province Enterprises (1984) Ltd.Truper, S.A. de C.V. Wilson Fuel Co. Limited - Xolal Construcciones
Agunsa L&D S.A. de C.V. Alfredo de León y Cía , S.C.ArcelorMittal Tubular Products Monterrey, S.A. de C.V. - ARI Arquitectura y Ingeniería,
S.A. de C.V. - AS Trucking
Borderless Consulting Group Bridgefarmer & Associates, Inc. California Trucking Company LLC - Cargodec MX S.C.
Comercial Ordizia S.A. de C.V. Consorcio INTERCOM S.A. de C.V. Construcciones Ferroviarias del Golfo S.A. de C.V. DLG Industrias S.A. de C.V. - Electrogazá
S.A. de C.V. Fastco, Inc. - Flex-Box
Fuchs Lubricants Co. Gilkes, Inc. Grupo Trimex, S.A. de C.V. - Harinas Elizondo
Henrry Monsivais S .Icom America Inc. - IEMS
AMERICAS , S.C. Industrias SCR, S.A. de C.V. - Ingenieria y
Servicios Ferroviarios, S.A. de C.V. Interdom LLC Internacional Regiormontana de Acero, S.A. de C.V. International Electronic Machines Corporation Jack Spring Electrical Contractors, Inc. JAX Engineering, Inc. Jorge Morton Gomez José Luis Valle Canales Lexair, Inc. - Lumietri de México
- M3G Consultores S.C.
Mainline Services, LLC Manufacturas Quezher S.R.L. de C.V. - Martha Reyes y Cia S.C.
McConway & Torley, LLC Meridian Southern Railway, LLC - Mundo Hidráulico Ferretería
S.A. de C.V. Node Park - ONE
Ocean Network Express Shipping Mexico, S.A. de C.V. Ocean Pacific Construcciones S.A. de C.V. Industrias Bachoco andOK Foods, Inc. Optima Consulting, LLC - Plásticos Ceccan
Polioles, S.A. de C.V. Port of Brownsville, Texas - Productos y Estrategias Del Noreste
- ROYECTOS Y MANTENIMIENTO DE SEÑALIZACION FERROVIARIA S.A. DE C.V.
Raeford Farms of Louisiana, LLC REFRIGERACION MONSA, S.A. DE C.V.- Regio Servicios Industriales y
Ferroviarios S.A. de C.V. Sani Rent de Mexico S.A. de C.V. Surrette Battery Company LTD. Surveying and Mapping, LLC Tejas Surveying, Inc. TriCounty FS Inc. Winston Plywood & Veneer
Statements SUPPORTING PROPOSED VOTING TRUST
- The Honorable
Michael L. Parson , Governor ofMissouri - The Honorable
Sam Graves ,U.S. House of Representatives , Ranking Member,Committee on Transportation and Infrastructure - The Honorable
Bennie G. Thompson ,U.S. House of Representatives - The Honorable
Emanuel Cleaver , II,U.S. House of Representatives - The Honorable
Henry Cuellar ,U.S. House of Representatives - The Honorable
Sharice L. Davids ,U.S. House of Representatives - The Honorable
Trent Kelly ,U.S. House of Representatives - Louisiana State Representative
Vincent J. Pierre - Mayor President
Sharon Weston Broome ,City of Baton Rouge ,Parish of East Baton Rouge, Louisiana Brotherhood of Locomotive Engineers and Trainmen (BLET) GCA 360Brotherhood of Locomotive Engineers and Trainmen (BLET) GCA 390 CN/IC EmployeesBrotherhood of Locomotive Engineers and Trainmen (BLET) GCA 390 KCS EmployeesBrotherhood of Locomotive Engineers and Trainmen (BLET) GCA 910- Ado Technologies
- Allen’s
Scrap & Salvage Ltd. Alliance Energy Services Amar Transport Inc. - Aspen Acres Organics
- Canada Pork,
Canadian Meat Council and theCanadian Pork Council Central Salvage Ltd. Charron Warehousing Inc. Del Monte Foods, Inc. - Dorel Industries Inc.
- DVL Logistics
- East & West Transportation
Economy Brick Sales, Inc. ED&F Man Liquid Products LLC Effingham Equity - Events
Logistics Worldwide Inc. Evergreen Shipping Agency (America) Corp. Freightera Logistics Inc. FutureWood Corp. - G2 Logix
Galaxy Lithium Canada Inc. - GFL Environmental
GIO Railways Corporation Grain Millers, Inc. Great West Distribution Ltd. Greater Fort Dodge Growth Alliance Greater Kansas City Chamber of Commerce Greater Shreveport Chamber of Commerce Hopewell Logistics Inc. Indiana Business Railroad Les Industries P.F. Inc. Inteplast Bags & Films Corp. J.B. Hunt Transport, Inc. Jalamaar del Centro S.A. de C.V. Kansas City Area Development Council Lewis C. Howard, Inc. Lockwood Logistics International Ltd. Lotus Terminals Ltd. LSM Commodities Ltd Ludlow Cooperative Elevator Company MCW Transport (2000) Inc.Manitoba Starch Products Inc. Martrex, Inc. Menard, Inc. Metal Ox Warehousing & Logistics LLC Missouri Chamber of Commerce and Industry Missouri Department of Economic Development Motive Rail, Inc. Oceanex Inc. - PAR
Sales & Transportation, Inc. - Ponderosa Petroleum
Ray-Carroll County Grain Growers Red Lava, Inc. Reliance Carriers Inc. Sadoff Iron andMetal Company - SaniQ
- Seaboard Special Crops
- SPB Equipments
Sterling Services, Ltd. STIHL Limited Stupp Bros., Inc. d/b/aStupp Corporation Synergy Grain Trading Ltd. TG Appliance Group Topflight Grain Cooperative Tropic Oil Company Union City Terminal Railroad - WATCO
The Waterloo Central Railway
CERTIFICATE OF SERVICE
I hereby certify that on this 28th day of June, 2021, a copy of the foregoing Joint Submission of 186
/s/ Matthew J. Warren
Matthew
For more information about CN’s and KCS’ pro-competitive combination, please visit www.ConnectedContinent.com.
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
About
Headquartered in
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 management’s assessment and assumptions and publicly available information with respect to KCS, regarding the proposed transaction between CN and KCS, the expected benefits of the proposed transaction and future opportunities for the combined company. By their nature, forward-looking statements involve risks, uncertainties and assumptions. CN cautions that its assumptions may not materialize and that current economic conditions render such assumptions, although reasonable at the time they were made, subject to greater uncertainty. Forward-looking statements may be identified by the use of terminology such as “believes,” “expects,” “anticipates,” “assumes,” “outlook,” “plans,” “targets,” or other similar words.
Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors which may cause actual results, performance or achievements of CN, or the combined company, to be materially different from the outlook or any future results, performance or achievements implied by such statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements. Important risk factors that could affect the forward-looking statements in this news release include, but are not limited to: the outcome of the proposed transaction between CN and KCS; the parties’ ability to consummate the proposed transaction; the conditions to the completion of the proposed transaction; that the regulatory approvals required for the proposed transaction may not be obtained on the terms expected or on the anticipated schedule or at all; CN’s indebtedness, including the substantial indebtedness CN expects to incur and assume in connection with the proposed transaction and the need to generate sufficient cash flows to service and repay such debt; CN’s ability to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the possibility that CN may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all and to successfully integrate KCS’ operations with those of CN; that such integration may be more difficult, time-consuming or costly than expected; that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers or suppliers) may be greater than expected following the proposed transaction or the public announcement of the proposed transaction; the retention of certain key employees of KCS may be difficult; the duration and effects of the COVID-19 pandemic, general economic and business conditions, particularly in the context of the COVID-19 pandemic; industry competition; inflation, currency and interest rate fluctuations; changes in fuel prices; legislative and/or regulatory developments; compliance with environmental laws and regulations; actions by regulators; the adverse impact of any termination or revocation by the Mexican government of KCS de México, S.A. de C.V.’s Concession; increases in maintenance and operating costs; security threats; reliance on technology and related cybersecurity risk; trade restrictions or other changes to international trade arrangements; transportation of hazardous materials; various events which could disrupt operations, including illegal blockades of rail networks, and natural events such as severe weather, droughts, fires, floods and earthquakes; climate change; labor negotiations and disruptions; environmental claims; uncertainties of investigations, proceedings or other types of claims and litigation; risks and liabilities arising from derailments; timing and completion of capital programs; and other risks detailed from time to time in reports filed by CN with securities regulators in
Forward-looking statements reflect information as of the date on which they are made. CN assumes no obligation to update or revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable securities laws. In the event CN does update any forward-looking statement, no inference should be made that CN will make additional updates with respect to that statement, related matters, or any other forward-looking statement.
No Offer or Solicitation
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where to Find It
In connection with the proposed transaction, CN has filed with the
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT, THE REGISTRATION STATEMENT, THE PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC OR APPLICABLE SECURITIES REGULATORS IN
Participants
This news release is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the
Contacts:
Media: CN CN Media Relations & Public Affairs (514) 249-4735 Mathieu.Gaudreault@cn.ca (403) 512-5730 mcej@longviewcomms.ca (917) 459-0419 / (917) 818-9002 jdoorley@brunswickgroup.com rkral@brunswickgroup.com | Investment Community: CN Vice-President Investor Relations (514) 399-0052 investor.relations@cn.ca Investment Community: KCS Vice President Investor Relations (816) 983-1530 athorne@kcsouthern.com (212) 929-5748 / (212) 378-7071 |
Media: KCS (816) 983-1372 dcarlson@kcsouthern.com (212) 355-4449 |
Source:
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