New York New York USA - Kansas City Southern (KCS) today announced that leading independent proxy advisory firm Institutional Shareholder Services, Inc. (ISS) recommends KCS shareholders vote "FOR" the Company's previously announced transaction with CN at KCS' Special Meeting of Stockholders to be held on 19 Aug 2021 at 9:00 Central Time.
 
In its 6 Aug 2021 report, ISS stated:
 
"The premium, valuation, and strategic rationale for the transaction are compelling. While CP is soliciting votes against the transaction, it has not provided KCS shareholders with any actionable alternative, let alone one that bridges the divide between its initial offer and CNI's offer. In voting to approve the transaction, shareholders would lock in the break fee. They would also advance the deal one step closer to completion."
 
"We are pleased that ISS supports our Board's unanimous recommendation to vote "FOR" our combination with CN. In its report, ISS validates our belief that CN is the ideal partner for KCS to power the resurgence of North America's industrial and agricultural corridors and enhance competition, and that this transaction is in the best interest of KCS and all of our stakeholders. We strongly urge KCS shareholders to follow ISS' recommendations and vote "FOR" the transaction today," said Patrick J. Ottensmeyer, president and chief executive officer of KCS.
 
As previously announced on 21 May 2021 KCS and CN entered into a definitive agreement, unanimously approved by the Board of Directors of each company, under which KCS shareholders will receive US$200 in cash and 1.129 shares of CN common stock for each KCS common share.
 
Upon closing of the transaction, KCS shareholders are expected to own approximately 12.65 percent of the combined company.
 
KCS' preferred shareholders will receive US$37.50 in cash for each preferred share.
 
All shareholders of record of KCS common stock and KCS 4 percent non-cumulative preferred stock as of the close of business on 1 Jul 2021 are entitled to vote their shares at the Special Meeting.
 
EVERY VOTE IS IMPORTANT! KCS SHAREHOLDERS ARE ENCOURAGED TO VOTE "FOR" THE CN TRANSACTION ON THE WHITE PROXY CARD TODAY!
 
KCS' definitive proxy materials can be found on the SEC's website at www.sec.gov.
 
The proxy materials have been mailed to all shareholders eligible to vote at the Special Meeting, which can be accessed at meetings.computershare.com/MUKQC2H.
 
KCS shareholders who need assistance or have questions regarding the KCS Special Meeting may contact KCS's proxy solicitor.
 
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