Kansas City Southern — Merger or Acquisition (August 2021)
11 slides from Kansas City Southern's merger presentation, Aug 17, 2021
Slide 1: Deutsche Bank Transportation Conference
Deutsche Bank Transportation Conference JJ Ruest President and CEO, CN Patrick Ottensmeyer President and CEO, KCS August 17, 2021
Slide 2: Forward-Looking Statements
Forward-Looking Statements Certain statements included in this presentation 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 a
Slide 3: Additional Information
Additional Information No Offer or Solicitation This presentation 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 s
Slide 4: CN & KCS: Creating the Premier Railway for the 21st Century
CN & KCS: Creating the Premier Railway for the 21st Century  The KCS Board unanimously determined that the CN-KCS combination remains superior to CP’s latest bid and recommends shareholders to vote “FOR” the proposed transaction with CN—End-to-end combination with higher premium and more cash, al
Slide 5: CN's Superior Proposal to Combine with KCS
CN’s Superior Proposal to Combine with KCS  Proposal of $325 per share; representing $2.2B more in value vs. the latest CP bid (1) Higher Premium,  $200 in cash and 1.129 CN shares for each KCS share More Upfront Cash  KCS shareholders will participate in the upside and value creation Best
Slide 6: CN & KCS is Highly Strategic and Value Accretive
CN & KCS is Highly Strategic and Value Accretive Establishes the premier end-to-end USMCA railway network for the 21st century Unparalleled stakeholder benefits: Safer, Faster, Cleaner, Stronger + High conviction in estimated EBITDA synergies of US$1B Expected to be highly value accretive to CN and
Slide 7: CN Has Led the Sector in Growth Over the Past Two Decades
CN Has Led the Sector in Growth Over the Past Two Decades While Continuing to Improve OR Share Price Performance Since 2000 Tech. Investments PSR Implementation (2001-2010) Intermodal growth (2010-2019) 220 (2019-Today) 200 • First railway to implement PSR successfully • Partnerships with ports on t
Slide 8: KCS Cross-Border Advantage Drives Strong Financial Performance
KCS Cross-Border Advantage Drives Strong Financial Performance KCS Total Cross-Border Volume (000s) KCS Total Cross-Border Intermodal Volume (000s) 660 631 569 262 284 493 242 439 432 456 205 380 199 192 191 168 256 306 238 99 51 31 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2010 2011 20
Slide 9: Combination is Pro-Competitive and Aligned with Executive Order
Combination is Pro-Competitive and Aligned with Executive Order Pro-Competitive Benefits Alignment with Executive Order ï,§ Pro-competitive deal will deliver more choices to customers through the ï,§ The CN/KCS merger enhances competition and creation of new, single line service options, including d
Slide 10: Path to Completion – Expected Second-half 2022
Path to Completion – Expected Second-half 2022 2021 2022 CN-KCS CN-KCS Response to CN-KCS File Jointly for Public Comments, KCS Definitive Scheduled KCS Obtain common control approval Enter into Definitive Voting Trust including 1750+ Letters of Proxy Statement Special Shareholder from STB and other
Slide 11: CN & KCS: Safer. Faster. Cleaner. Stronger.
CN & KCS: Safer. Faster. Cleaner. Stronger. Creating the Premier USMCA Rail Network with Unique Benefits  Preserve all existing gateways & create new single-line routes  Specific supply chain benefits  Significant environmental benefits Connecting North America’s Industrial Corridor  Sup
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