Canadian National Railway Company’s $1.5 Billion Registered Senior Notes Offering

On May 21, 2021, Canadian National Railway (“CN”) and Kansas City Southern (“KCS”) announced that they have entered into a definitive merger agreement. Under the terms of the agreement, which was unanimously approved by the Board of Directors of each company, KCS shareholders will receive $325 per common share based on CN’s May 13, 2021 offer, which implies a total enterprise value of $33.6 billion, including the assumption of approximately $3.8 billion of KCS debt. Cravath is representing CN in connection with the transaction.

On April 20, 2021, Canadian National Railway Company (“CN”) announced that it has made a superior proposal to combine with Kansas City Southern (“KCS”) in a cash‑and‑stock transaction valued at $33.7 billion, or $325 per share. Together, CN and KCS will create a premier railway for the 21st century by connecting ports and rails in the United States, Mexico and Canada and providing superior service, enhanced competition and new market access to move goods across North America efficiently and safely. Cravath is representing CN in connection with the transaction.