Support for pro-competitive CN-KCS combination grows to more than 1500 letters filed with the STB

CN and Kansas City Southern today announced that support for their pro-competitive proposed combination continues to grow.

One hundred additional letters have been sent to CN and KCS and filed with the Surface Transportation Board (“STB”) in favor of a combination between the two companies, bringing the total number of support letters CN and KCS have received to greater than 1,500. Importantly, 90 of the letters being filed today support CN’s and KCS’s request that the Board approve their proposed voting trust agreement.

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 New Orleans and Baton Rouge – thereby making the combination a true end-to-end transaction, and has agreed to preserve existing route options by keeping gateways open on commercially reasonable terms. 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.

Stakeholders from both CN and KCS’ networks, including U.S. Representative Jerry Carl (AL-01), the Jerseyville Economic Development Council and the Port of Gulfport, MS, continue to express overwhelming support for the combination, underscoring the significant benefits available through a CN-KCS combination.

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 June 28, 2021, as they work towards gaining approval of their voting trust and completing their combination.

A full copy of CN’s letter filed with the STB appears below:

Applicants Canadian National Railway Company (“CN”) and Kansas City Southern (“KCS”) respectfully submit the enclosed 100 letters from stakeholders relating to CN’s and KCS’s proposed combination. Stakeholders from all across the networks of CN and KCS continue to express overwhelming support for the combination of the two companies, which stakeholders describe as being pro-competitive, an exciting opportunity for expansion, and a boon for the rail network writ large. This latest filing brings the total number of letters submitted to more than 1,500, each of which expresses support for the transaction, support for the proposed voting trust, or both.¹

88 of the letters being filed today support the proposed combination of KCS and CN. They include a support letter from The Honorable Jerry Carl, United States House of Representatives, who draws upon his extensive experience working with KCS in his former capacity as a commissioner of Mobile County. He describes CN as “responsive” and open to the needs of residents. He also expresses his view that the combination will be beneficial for both railroads, for sustainability in the industry, and for the prosperity of the residents of Southwest Alabama.

Other letters come from entities such as the Jerseyville Economic Development Council, which has been working with KCS for a number of years to establish a 1,600 acre manufacturing and distribution development. The rail service by KCS provides the north-south transportation access that is the “cornerstone” of this development, and the Council views the CN-KCS combination as enhancing that trade by bringing cleaner, faster, and more direct service. The Council asserts that this combination will help achieve the potential of the USMCA trade agreement.

The Port of Gulfport, MS, also voices its support to the proposed CN-KCS combination. The Port expresses in its submission its view that the combination will “facilitate trade and economic prosperity across the United States.” The letter also observes that KCS has long been “integral” to the businesses of Gulfport, connecting them to markets around the World. The CN-KCS combination, in the view of the Port, will offer a sustainable transportation option that will expand the reach of Gulfport industry while reducing greenhouse gas emissions.

90 of the letters being filed today support CN’s and KCS’s request that the Board approve their proposed voting trust agreement.² Many of these supporters express their view that the proposed CN voting trust is identical to that proposed by CP which the Board has approved. These supporters respectfully urge the Board to grant approval of the CN voting trust so that the transaction may be evaluated on a level playing field.

CN and KCS will continue to engage with industry stakeholders about the proposed CN-KCS combination and the tremendous public interest benefits it will bring by creating the premier railway for the 21st century with a single network across Canada, the United States, and Mexico.