CALGARY, AB, April 24, 2021 /CNW/ – Canadian Pacific Railway Limited (TSX: CP) (NYSE: CP) (“CP”) today provided the following statement regarding Kansas City Southern’s (“KCS”) decision to evaluate Canadian National’s (“CN”) unsolicited proposal.

The board of KCS is simply meeting its obligations under the merger agreement with CP and fulfilling its fiduciary duty to its shareholders by assessing the CN offer. Not only is this the correct process and one that is clearly required by the merger agreement, in fact we are encouraged that they will be taking a hard look at the details of the CN offer as soon as possible, which we believe will lead them to question the true value and deal certainty of their proposal.

“We fully support the board of KCS in reviewing CN’s offer,” said CP President and CEO Keith Creel. “We are confident through this process that they will recognize this unsolicited bid is fraught with challenges, uncertainties and regulatory risks that are not present in the seamless, pro-competitive and pro-service CP-KCS combination.”

As part of this process, Canadian National now needs to answer important questions for the KCS Board:

Is its unsolicited bid for KCS real or just an attempt to thwart the agreement that KCS signed with Canadian Pacific? How does CN plan to get approval to create the third largest Class 1 railroad with numerous overlapping connections across the U.S. when the Surface Transportation Board in 2001 purposely changed its merger rules to prohibit such anti-competitive deals? Why would KCS shareholders want to hold CN’s stock when it has been the worst performing Class 1 railroad over the last 10 years by total shareholder return versus Canadian Pacific, which has consistently outperformed the industry and consistently exceeded expectations? Why would KCS shareholders want to hold 12 percent of an under-performing company versus 25 percent of Canadian Pacific, which is led by seasoned, expert railroaders that over deliver? Why should KCS disregard the more than 415 customers and stakeholders who have filed letters to the STB in support of a CP-KCS combination and 48 have filed letters in opposition to the


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