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CP Welcomes Kansas City Southern's Decision To Delay Stockholder Vote

Canadian Pacific Railway Limited (CP,CP.TO) said it welcomed Kansas City Southern (KSU) or "KCS" Board of Directors' decision to adjourn the August 19 stockholder meeting absent a decision from the the Surface Transportation Board or STB to "give all shareholders and the Board time to receive and consider the STB decision."

CP issued the statement on the announcement by the "KCS" Board of Directors that it will adjourn its scheduled August 19 special meeting of stockholders if the Surface Transportation Board has not ruled on Canadian National Railway Company's (CNR.TO,CNI) or "CN" trust proposal by August 17, 2021.

CP said it is confident that the STB will take the time needed to review the myriad of issues and concerns the CN voting trust raises. CP continues to believe that CN's proposed use of a voting trust should not be approved because it is anti-competitive and not in the public interest.

CP believes that once the STB rules on the CN voting trust, the August 10 CP offer will be deemed superior as the CP-KCS combination has regulatory certainty with the STB approval for the use of a voting trust.

CP noted that it has filed a proxy statement asking stockholders to vote "AGAINST" the proposed CN-KCS combination at the August 19 KCS special meeting of stockholders so that KCS's stockholders are not locked into the CN-KCS deal and unable to consider other, better, options, including CP's August 10 proposal.

On August 10, Canadian Pacific Railway submitted a superior proposal to acquire Kansas City Southern in a stock and cash transaction representing an enterprise value of about $31 billion.

The proposed transaction values KCS at $300 per share, representing a 34% premium, based on the CP closing price on August 9, 2021 and KCS unaffected closing price on March 19, 2021.

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