425 1 tegma_presentationxaugus.htm 425 tegma_presentationxaugus
1 Benefits for TEGMA Members of the CN -KCS Combination Patrick Ottensmeyer President and CEO, KCS James Cairns Senior Vice President, Rail Centric Supply Chain, CN TEGMA | Augus t 27, 2021 Filed by Kansas City Southern Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Kansas City Southern Commission File No.: 333-257298 Date: August 27, 2021


 
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 assumptions and publicly available information with respect to CN and KCS, regarding the proposed transaction between CN and KCS,the expected benefits of the proposed transaction and future opportunities for the combined company. By their nature, forward -looking statements involve risks, uncertainties and assumptions . CN and KCScaution that their assumptions may not materialize and that current economic conditions render such assumptions, although reasonable at the time they were made, subject to greater uncertainty. Forward-looking statements may be identified by the use of terminology such as “believes,” “expects,” “anticipates,” “assumes,” “outlook,” “plans,” “targets,” or other similar words. 2021 Key Assumptions CN has made a number of economic and market as s umptions in preparing its 2021 outlook. The Company as s umes that North American indus tria l production for the year will increas e in the high s ingle-digit range and as s umes U.S. hous ing s tarts of approximately 1.45 million units and U.S. motor vehicle s a les of approximately 16 million units . For the 2020/ 2021 crop year, the gra in crop in Canada was above its three-year average and the U.S. gra in crop was in line with its three-year average. The Company as s umes tha t the 2021/ 2022 gra in crops in both Canada and the U.S. will be in line with their res pective three-year averages . CN as s umes tota l RTMs in 2021 will increas e in the high s ingle-digit range vers us 2020. CN as s umes continued pricing above ra il infla tion. CN as s umes that in 2021, the value of the Canadian dollar in U.S. currency will be approximately $0.80, and as s umes that in 2021 the average price of crude oil (Wes t Texas Intermedia te) will be approximately US$60 per barrel. In 2021, CN plans to inves t approximately C$3.0 billion in its capita l program, of which C$1.6 billion is targeted toward track and ra ilway infras tructure maintenance. The Company’s 2021 outlook remains cons is tent with its previous ly releas ed guidance for the s econd quarter of 2021. Forward-looking s ta tements a re not gua rantees of future performa nce a nd involve ris ks , uncerta inties a nd other fa ctors which may caus e actua l res ults , performance or achievem ents of CN, or the combined company, to be materia lly different from the outlook or any future res ults , performance or achievem ents implied by s uch s ta tem ents . Accordingly, rea ders are advis ed not to place undue reliance on forward-looking s ta tements . Important ris k factors that could affect the forwa rd-looking s ta tem ents in this pres enta tion include, but are not limited to: the outcom e of the propos e d trans action between CN and KCS; the pa rties ’ ability to cons umma te the propos ed tra ns action; the conditions to the completion of the propos ed trans action; that the regula tory approvals required for the propos ed trans a ction may not be obta ined on the terms expected or on the anticipa ted s chedule or at a ll; CN’s indebtednes s , including the s ubs ta ntia l indebtednes s CN expects to incur and as s um e in connection with the propos ed trans action and the need to generate s ufficient cas h flows to s ervice and repay s uch debt; CN’s ability to meet expecta tions rega rding the timing, com pletion and accounting and tax trea tm ents of the propos ed tra ns action; the pos s ibility that CN may be una ble to achieve expected s ynergies a nd opera ting efficiencies within the expected tim e-fra mes or a t a ll and to s ucces s fully integra te KCS’ operations with thos e of CN; that s uch integra tion may be more difficult, time-cons uming or cos tly than expected; that opera ting cos ts , cus tomer los s and bus ines s dis ruption (including, without limita tion, difficulties in m ainta ining rela tions hips with em ployees , cus tomers or s uppliers ) may be greater than expected following the propos ed tra ns action or the public announcem ent of the propos ed tra ns action; the re tention of certa in key employees of KCS may be difficult; the duration and effects of the COVID-19 pandemic, general economic and bus ines s conditions , particularly in the context of the COVID-19 pandemic; indus try competition; infla tion, currency and interes t ra te fluctua tions ; changes in fuel prices ; legis la tive and/ or regula tory developm ents ; com pliance with environmental laws and regula tions ; actions by regula tors ; the advers e im pa ct of any termination or revoca tion by the Mexican governm ent of KCS de México, S.A. de C.V.’s Conces s ion; increas es in maintenance and operating cos ts ; s ecurity threats ; reliance on technology and rela ted cybers ecurity ris k; tra de res tric tions or other changes to international tra de arrangem ents ; trans porta tion of haza rdous ma teria ls ; various events which could dis rupt opera tions , including illegal blockades of ra il networks , and na tura l events s uch as s evere weather, droughts , fires , floods and earthquakes ; clima te change; labor negotia tions and dis ruptions ; environmental cla ims ; uncerta inties of inves tiga tions , proceedings or other types of cla ims and litigation; ris ks and liabilities a ris ing from derailm ents ; timing and com pletion of capita l progra ms ; and other ris ks deta iled from tim e to tim e in reports filed by CN with s ecurities regula tors in Ca na da and the United Sta tes . Reference s hould als o be ma de to Management’s Dis cus s ion and Analys is in CN’s annual and interim reports , Annual Informa tion Form and Form 40-F, filed with Canadian and U.S. s ecurities regula tors and a vailable on CN’s webs ite , for a des cription of ma jor ris k factors rela ting to CN. Additional ris ks that may affect KCS’ res ults of operations a ppear in Part I, Item 1A “Ris ks Rela ted to KCS’ Operations and Bus ines s ” of KCS’ Annual Report on Form 10-K for the year ended December 31, 2020, and in KCS’ other filings with the U.S. Securities and Exchange Commis s ion (“SEC”). Forward-looking s ta tements reflect inform ation as of the da te on which they are m ade. CN and KCS as s um e no obligation to upda te or revis e forwa rd-looking s ta tem ents to reflect future events , changes in circums tances , o r cha nges in beliefs , unles s required by applicable s ecurities la ws . In the event CN or KCS does upda te any forwa rd-looking s ta tement, no inference s hould be ma de that CN or KCS will make additional updates with res pect to that s ta tement, rela ted matters , or any other forward-looking s ta tement. 2


 
Additional Information 3 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 solicitatio n of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Additional Information and Where to Find It In connection with the proposed transaction, CN has filed with the SEC a registration statement on Form F -4 to register the shares to be issued in connection with the proposed transaction, and the registration statement has been declared effective. CN has filed with the SEC its prospectus and KCS has filed with the SEC i ts definitive proxy statement in connection with the proposed transaction, and the KCS proxy statement is being sent to the stockholders of KCS seeking their approval of the merger -related proposals. Thi s presentation is not a substitute for the registration statement, the prospectus, the proxy statement or other documents CN and/or KCS may file with the SEC or applicable securities regulators in Canada in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROSPECTUS, THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC OR APPLICABLE SECURITIES REGULATORS IN CANADA CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE (INCLUDING AL AMENDMENTS AND SUPPLEMENTS THERETO) BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT CN, KCS AND THE PROPOSED TRANSACTION. Investors and security holders may obtain copies of these documents (if and when available) and other documents filed with the SEC and applicable securities regulators in Canada by CN free of charge through at www.sec.gov and www.sedar.com. Copies of the documents filed by CN (if and when available) will also be made available free of charge by accessing CN’s website at www.cn.ca. Copies of the documents filed by KCS (if and when available) will also be made available free of charge at www.investors.kcsouthern.com , upon written request delivered to KCS at 427 West 12th Street, Kansas City, Missouri 64105, Attention: Corporate Secretary, or by calling KCS’ Corporate Secretary’s Office by telephone at 1-888-800-3690 or by email at corpsec@kcsouthern.com. Participants This presentation is neither a solicitation of a proxy nor a substitute for the registration statement, the prospectus, the p roxy statement or other filings that may be made with the SEC and applicable securities regulators in Canada. Nonetheless, CN, KCS, and certain of their directors and executive officers and other member s o f management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about CN’s executive officers and directors is av ailable in its 2021 Management Information Circular, dated March 9, 2021, as well as its 2020 Annual Report on Form 40-F filed with the SEC on February 1, 2021, in each case available on its website at www.cn.ca/investors/ and at www.sec.gov and www.sedar.com. Information about KCS’ directors and executive officers may be found on its website at www.kcsouthern.com and in its 2020 Annual Report on Form 10-K filed with the SEC on January 29, 2021, available at www.investors.kcsouthern.com and www.sec.gov. Additional information regarding the interests of such potential participants is or may be included in the registration sta tement, the prospectus, the proxy statement or other documents filed with the SEC and applicable securities regulators in Canada if and when they become available. These documents (if and when available) may be obtained free of charge from the SEC’s website at www.sec.gov and from www.sedar.com, as applicable. Non-GAAP Measures CN reports its financial results in accordance with United States generally accepted accounting principles (GAAP). CN also uses non-GAAP measures in this presentation that do not have any standardized meaning prescribed by GAAP, including adjusted performance measures, free cash flow and adjusted debt-to-adjusted EBITDA multiple . These non-GAAP measures may not be comparable to similar measures presented by other companies . For further details of these non-GAAP measures, including a reconciliation to the most directly comparable GAAP financial measures, refer to the Company’s website, First Quarter Results at www.cn.ca/financial -results. This presentation also includes certain forward looking non-GAAP measures (Adjusted Diluted EPSand Adjusted EBITDA). It is not practicable to reconcile, without unreasonable efforts, these forward -looking measures to the most comparable GAAP measures (diluted EPS and Net income), due to unknown variables and uncertainty related to future results. Please see note on Forward-Looking Statements above for further discussion . All amounts in this presentation are expressed in USdollars, unless otherwise noted. All references to the “Company” are to CN.


 
4 CN & KCS: Safer. Faster. Cleaner. Stronger. Creating the Premier USMCA Rail Network with Unique Benefits  Preserve all major existing gateways & create new single-line routes  Specific supply chain benefits  Significant environmental benefits  Support across broad stakeholder network  We are committed to work with the STB to address any demonstrated concerns Connecting North America’s Industrial Corridor


 
5 CN & KCS: Creating the Premier Railway for the 21st Century The CN-KCS combination will create significant value and enhance competition  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 cas h, a llowing KCS s hareholders to participate in the ups ide − Highly s tra tegic and s ynergis tic combination that will create value for both CN and KCS s hareholders  The CN-KCS combination is pro-competitive and will yield significant public benefits − Increas e cus tomer options , keep a ll exis ting major gateways available, and provide bottleneck protections − Enhance ra il-to-ra il competition with larger Clas s I’s − A true “end-to-end” merger with our commitment to dives t the s ole overlapping line res ulting in zero overlap − Benefits to both the environment and local communities by converting long-haul truck traffic to ra il  The CN-KCS combination has received overwhelming support from key stakeholders − Offers unparalleled opportunities and benefits for cus tomers and key s takeholders ; over 1,750 letters of s upport filed with the STB  CN and KCS anticipate approval from the STB on our voting trust and are fully committed to working towards a successful closing of our transaction − Awaiting final ruling on voting trus t a t the la tes t by Augus t 31 − CN s upports the decis ion by the KCS board of directors to adjourn the KCS Specia l Meeting of Stockholders to September 3, 2021


 
6 MAY 21st MAY 26th JULY 6th JULY 7th SEPTEMBER 3RD EXPECTED H2 2021 EXPECTED H2 2022 AFTER FULL STB APPROVAL With 1,750+ statements of support received, customers across all industries will benefit from the end-to-end CN-KCS combination that will expand North American trade and power economic prosperity. Unprecedented pro-competitive commitments will enhance route choice and provide all market participan ts, railroads and shippers a fair chance to compete. For more information on the transaction and the benefits it is expected to bring to the full range of stakeholders, visit ConnectedContinent.com CN-KCS Res pons e to Public Comments , including 1,750+ Letters of Support Filed with the STB KCS Definitive Proxy Sta tement Filing Obtain common control approval from STB and other applicable regula tory authorities CN-KCS File J ointly for Voting Trus t Approval 2021 2022 CN-KCS Enter into Definitive Agreement Scheduled KCS Specia l Shareholder Meeting (1) PROGRESS TO DATE Following and s ubject to approval by KCS s hareholders , s a tis faction or waiver of other cus tomary clos ing conditions , Mexican regula tory approvals , and prior approval by the STB for the CN voting trus t, CN will acquire KCS s hares and place them into voting trus t; KCS s hareholders receive cons idera tion Voting trus t terminated; CN acquires voting rights and control of KCS Path to Completion ‒ Expected Second-half 2022 (1) KCS has adjourned a Special Meeting of Stockholders (the “Special Meeting”) until at 9:00 a.m., Central Time, on September3, 2021, for KCS shareholders to vote on the merger agreement with CN and other proposals. KCS previously announced that the Special Meeting will be adjourned to give all shareholders time to receive and consider the STB decision, anticipated no later than August 31, 2021.


 
7 Combination is Pro -Competitive and Aligned with Biden Executive Order CN-KCS will create a more competitive marketplace, provide new options for customers and deliver compelling benefits for ports, employees and communities  Pro-competitive deal will deliver more choices to cus tomers through the creation of new, s ingle line s ervice options , including direct and efficient ra il options for truck freight between the U.S., Canada and Mexico  Keeping gateways open on commercially reasonable terms is a major commitment that will ens ure continued competition  End-to-end merger s eeks to create greater price transparency  Proactive partnerships with pas s enger ra il s ervice in Canada and the U.S.  We are confident that voting trust meets STB insulation from control and public interest requirements  Combination creates compelling opportunity – targeting $1B EBITDA synergies, primarily from truck to rail conversion  There is widespread support for the merger , with over 1,750 letters of s upport filed with the STB  The CN/ KCS merger enhances competition and is fully cons is tent with Pres ident Biden’s Executive Order, which is focus ed on promoting a “fair, open and competitive marketplace”  STB’s current major merger rules requiring proof of “enhanced competition” are cons is tent with the Executive Order’s focus  CN and KCS will demons tra te that a CN-KCS combination will create more choices for freight cus tomers and enhance competition both with larger ra ilroads and with trucking providers  CN and KCS look forward to working clos ely with the Biden Adminis tra tion, the STB and the other relevant regulatory bodies to deliver this pro- competitive trans action Pro-Competitive Benefits Alignment with Executive Order


 
1. Speed: New direct service means fewer handoffs and faster transit. Less equipment costs and more capacity. 2. Choice: Our combination will provide customers with more routing options. All existing major gateways stay open – we want to encourage growth. 3. Reach: Many customers will have new direct single-line service to growing markets. 4. Cost: Shipping costs for many customers will go down as a result of our combination. Faster speed + more choice + new reach = lower cost. 8 Customers in Canada have NEWdirect access to 128 million consumers in Mexico as well as Texas and Kansas City Markets. Customers in Mexico have NEW direct access to 38 million consumers in Canada as well as Louisiana, Memphis, Chicago, and Detroit, bypassing Chicago. Customers on the West Side of the Mississippi (Texas) have NEW direct access to Canada, Memphis, Chicago and Detroit Markets. Customers on the East side of the Mississippi (Louisiana) have NEWdirect access to Mexico, Texas and Kansas City Markets. TEGMA members will benefit from a CN -KCS merger More Service, More Options, More Resilience, Lower Cost


 
9 Connected Continent Increased Optionality and Reach for Customers • More diversified product origination options over a larger geography for cus tomers buying and s elling grain and proces s ed grain products for domes tic and export markets • New direct access for customers in MO, KS, NEto grain export terminals in the Gulf s erved by CN area, plus multiple additional barge loading points • New direct access for customers in IA, IL, and WI to Texas Gulf export des tinations a long with reach to the growing Mexico market • Multiple efficient routing options to St. Louis and other barge loading locations will encourage CN-KCS direct and offline origination • Feed mills and other proces s ing plants will be able to spread out their product origination risk acros s a much broader geography and have greater des tination market reach • Increased optionality and arbitrage opportunity for cus tomers a llows their commercial ris k to be s pread acros s a larger combined network Significantly enhanced optionality for domestic and export markets KC Key Gateway


 
10 Customer Type Origin Destination Bottleneck Segment Example R11 Pricing Gateway DDGS Mona, IA (CN/ CP) Morton, MS (KCS) KC - Morton Kans as City Soymeal Cedar Rapids , IA (various including UP) Lake, MS (KCS) Shreveport - Lake Shreveport Ethanol Mona, IA (CN/ CP) Port Arthur, TX (KCS) KC – Port Arthur Kans as City Real world examples CN-KCS is a pro-competitive combination • CN-KCS will craft a new approach to bottleneck protections , in addition to cus tomers benefiting from extended haul s ingle-line CN-KCS s ervice and Rule 11 / gateway pricing. • Multiple routing options offer s upply chain res iliency. Inves tment in the KC Speedway will create more choices for cus tomers to the St. Louis barge market for product originated on CN-KCS and from connecting carriers . • Expect more players in the combined CN-KCS market leading to greater liquidity in the ra il freight market a long with more buyers and s ellers in the marketplace. CN-KCS will deliver novel, competitive approaches to pricing


 
CN-KCS is Good For Customers 11More Service, More Options, More Choice, Lower Price Open gateways Rule 11 Pricing Bottleneck Dispute Resolution End to end merger with clear pro- competitive enhancements and explicit commitments New Rules = EnhancedCompetition Commercial & Phys ical Price Trans parency Options Pres erved Voluntary 3rd party expedited binding arbitration


 
Thank you