Kansas City Southern — Merger or Acquisition (September 2021)
10 slides from Kansas City Southern's merger presentation, Sep 1, 2021
Slide 1: Canadian Pacific Railway Reiterates Superior Proposal for Kansas City Southern
Canadian Pacific Railway Reiterates Superior Proposal for Kansas City Southern September 1, 2021
Slide 2: Forward Looking Statements and Additional Information
Forward Looking Statements and Additional Information Forward Looking Statements and Information This presentation includes certain forward-looking statements and forward looking information (collectively, FLI). FLI is typically identified by words such as “anticipate”, “expect”, “project”, “estimat
Slide 3: CP's Revised Proposal is the Superior Proposal, Especially Now that CN's Voting Trust is Denied
CP’s Revised Proposal is the Superior Proposal, Especially Now that CN’s Voting Trust is Denied Regulatory Certainty Management Team Timeframe to Receive Consideration KCS Shareholders’ Ownership in Combined Company Revised Proposal Pre-2001 Rules Voting trust approved Industry leading team that has
Slide 4: CP's Superior Proposal Summary
CP’s Superior Proposal Summary US$, unless otherwise noted Revised Offer CP’s superior proposal values KCS at $300 / share1 — Represents 34% premium to KCS’ unaffected price2 — KCS common shareholders will receive 2.884 CP shares and $90 in cash for each KCS common share held — KCS shareholders to o
Slide 5: CP-KCS Combination Unlocks $1bn in EBITDA Growth Opportunities
CP-KCS Combination Unlocks $1bn in EBITDA Growth Opportunities US$, unless otherwise noted $820 Million in EBITDA Growth from Market Opportunities Unique combination enables significant growth for our customers throughout North America Efficient new single-line routes and dramatically expanded marke
Slide 6: STB Has Approved CP's Voting Trust, While CN Faces Significant Regulatory Uncertainty
STB Has Approved CP’s Voting Trust, While CN Faces Significant Regulatory Uncertainty Following Denial of Voting Trust Merger Rules Offer Subject to STB Pre-2001 Rules “The [STB] finds that the waiver provision [of new merger rules]...should apply to this Transaction...for several reasons.” “The com
Slide 7: STB Voting Trust Decision Indicates Reasons to Doubt CN-KCS Control Approval
STB Voting Trust Decision Indicates Reasons to Doubt CN-KCS Control Approval • Heightened Burden under 2001 Rules: “As an initial matter, there is a greater probability of divestiture in proceedings under the current major merger regulations because of the heavier burden to show that a major rail co
Slide 8: CP Offers Certainty for KCS Shareholders, Compared to CN That Offers No Certainty
CP Offers Certainty for KCS Shareholders, Compared to CN That Offers No Certainty to The Viability of a Transaction Proposed Timeline Approval of voting trust Received Shareholder Vote Q4 2021 (CP & KCS) Receive Mexican IFT and COFECE approvals1 As early as Q4 2021 KCS shareholders receive As early
Slide 9: CP-KCS is the Only Viable Class I Combination
CP-KCS is the Only Viable Class 1 Combination Combination offers significant benefits to rail shippers and the supply chain KCS shareholders benefit from clear path to closing Conservative balance sheet Clear Path to Closing with CP’s Voting Trust Approved by STB vs. CN’s Voting Trust Denied Creates
Slide 10: KCS Shareholders Should Vote "AGAINST" the CN-KCS Merger Proposal
KCS Shareholders Should Vote “AGAINST” the CN-KCS Merger Proposal to Allow KCS to Declare CP’s Proposal Superior CN Voting Trust has been denied by the STB VOTE “AGAINST” the CN-KCS Merger Proposal to ensure KCS shareholders: Are not locked into a binding agreement until February 2022 Are not vulner
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