CN (TSX : CNR) (NYSE : CNI) announces plans to invest
approximately C$15 million in Nova Scotia in 2021 as part of CN’s
C$3 billion capital investment plan across its network. In Nova
Scotia, CN’s investment will focus on technology, and
infrastructure maintenance to enhance safety and the fluidity of
its network.
“Our consistent and proactive infrastructure
investment strategy and the essential work of our employees and
supply chain partners are what enable CN to keep the economy moving
safely and smoothly year after year. Safety is a core value at CN
and we will continue to invest in our track and in technology to
support our overall network capacity and provide our customers with
safe and reliable service. As we look to the future, we are excited
about the opportunity to do even more for our customers, employees,
communities and shareholders through our end-to-end,
pro-competitive combination with Kansas City Southern, which will
connect North America and build the premier railway for the 21st
Century.”
- Derek Taylor, Vice-President,
Eastern Region at CN
“Our government salutes CN for its commitment to
rail safety and the fluidity of its network while minimizing
pollution. We will continue to support green projects that keep
Canadians safe, stimulate the economy, and ensure that our rail
network remains one of the most efficient and secure rail
transportation systems in the world. This announcement will help
create good middle-class jobs and help move goods efficiently to
market, and people to their destinations.”
- The Honourable Omar Alghabra,
Minister of Transport, Government of Canada
“With an increase in annual infrastructural
capital investment to $15 million in Nova Scotia, CN continues to
recognize and strengthen our province’s integral position in the
National and International supply chain. As the global
Pandemic recovery continues it is positive indicators like this
provincially targeted expenditure from CN that will see Nova Scotia
quickly regain its economic momentum.”
- Geoff MacLellan, Minister of
Infrastructure and Housing, Government of Nova Scotia
Maintenance program highlights include:
- Replacing 4 miles of rail;
- Installing approximately 43,000 new
railroad ties;
- Rebuilding 11 road crossing
surfaces; and
- Maintenance work on bridges,
culverts, signal systems, and other track infrastructure
Nova Scotia in numbers:
- Capital investments: Approximately
$100 million in the last five years
- Employees: approximately 270
- Railroad route miles operated:
162
- Community partnerships: $384,000 in
2020
- Local spending: $25 million in
2020
- Cash taxes paid: $2.4 million in
2020
CN’s overall investment plan reflects CN’s
determination to play an important role in the economic recovery
and to be part of the climate solution. By creating a more fluid
and more efficient network, we encourage the use of rail for long
haul transportation, leading to reduced emissions. CN is one of
only three Canadian companies listed on CDP’s prestigious Climate A
List. To learn more on how CN is building for a sustainable future
please visit www.delivering-responsibly.cn.ca/.
The proposed end-to-end merger between CN and
Kansas City Southern will create a transportation network across
North America, enhancing competition, spurring economic growth and
delivering benefits to the local communities in which both
railroads operate. The transaction will provide an enhanced
platform for growth, capital investment, and job creation. Together
with KCS, CN's industry-leading commitment to science-based climate
targets and a faster, safer network will result in a cleaner
connected continent.
To learn more about the CN-KCS combination,
please visit www.connectedcontinent.com.
About CNCN is a world-class
transportation leader and trade-enabler. Essential to the economy,
to the customers, and to the communities it serves, CN safely
transports more than 300 million tons of natural resources,
manufactured products, and finished goods throughout North America
every year. As the only railroad connecting Canada’s Eastern and
Western coasts with the U.S. South through a 19,500-mile rail
network, CN and its affiliates have been contributing to community
prosperity and sustainable trade since 1919. CN is committed to
programs supporting social responsibility and environmental
stewardship.
Forward Looking
StatementsCertain statements included in this news release
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 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 cautions that its 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.Forward-looking statements are not guarantees of
future performance and involve risks, uncertainties and other
factors which may cause actual results, performance or achievements
of CN, or the combined company, to be materially different from the
outlook or any future results, performance or achievements implied
by such statements. Accordingly, readers are advised not to place
undue reliance on forward-looking statements. Important risk
factors that could affect the forward-looking statements in this
news release include, but are not limited to: the outcome of the
proposed transaction between CN and KCS; the parties’ ability to
consummate the proposed transaction; the conditions to the
completion of the proposed transaction; that the regulatory
approvals required for the proposed transaction may not be obtained
on the terms expected or on the anticipated schedule or at all;
CN’s indebtedness, including the substantial indebtedness CN
expects to incur and assume in connection with the proposed
transaction and the need to generate sufficient cash flows to
service and repay such debt; CN’s ability to meet expectations
regarding the timing, completion and accounting and tax treatments
of the proposed transaction; the possibility that CN may be unable
to achieve expected synergies and operating efficiencies within the
expected time-frames or at all and to successfully integrate KCS’s
operations with those of CN; that such integration may be more
difficult, time-consuming or costly than expected; that operating
costs, customer loss and business disruption (including, without
limitation, difficulties in maintaining relationships with
employees, customers or suppliers) may be greater than expected
following the proposed transaction or the public announcement of
the proposed transaction; the retention of certain key employees of
KCS may be difficult; the duration and effects of the COVID-19
pandemic, general economic and business conditions, particularly in
the context of the COVID-19 pandemic; industry competition;
inflation, currency and interest rate fluctuations; changes in fuel
prices; legislative and/or regulatory developments; compliance with
environmental laws and regulations; actions by regulators; the
adverse impact of any termination or revocation by the Mexican
government of KCS de México, S.A. de C.V.’s Concession; increases
in maintenance and operating costs; security threats; reliance on
technology and related cybersecurity risk; trade restrictions or
other changes to international trade arrangements; transportation
of hazardous materials; various events which could disrupt
operations, including illegal blockades of rail networks, and
natural events such as severe weather, droughts, fires, floods and
earthquakes; climate change; labor negotiations and disruptions;
environmental claims; uncertainties of investigations, proceedings
or other types of claims and litigation; risks and liabilities
arising from derailments; timing and completion of capital
programs; and other risks detailed from time to time in reports
filed by CN with securities regulators in Canada and the United
States. Reference should also be made to Management’s Discussion
and Analysis in CN’s annual and interim reports, Annual Information
Form and Form 40-F, filed with Canadian and U.S. securities
regulators and available on CN’s website, for a description of
major risk factors relating to CN. Additional risks that may affect
KCS’s results of operations appear in Part I, Item 1A “Risks
Related to KCS’s Operations and Business” of KCS’s Annual Report on
Form 10-K for the year ended December 31, 2020, and in KCS’s other
filings with the U.S. Securities and Exchange Commission
(“SEC”).
Forward-looking statements reflect information
as of the date on which they are made. CN assumes no obligation to
update or revise forward-looking statements to reflect future
events, changes in circumstances, or changes in beliefs, unless
required by applicable securities laws. In the event CN does update
any forward-looking statement, no inference should be made that CN
will make additional updates with respect to that statement,
related matters, or any other forward-looking statement.
No Offer or SolicitationThis
news release 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 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
ItIn connection with the proposed transaction, CN will
file with the SEC a registration statement on Form F-4 to register
the shares to be issued in connection with the proposed
transaction. The registration statement will include a preliminary
proxy statement of KCS which, when finalized, will be sent to the
stockholders of KCS seeking their approval of the merger-related
proposals. This news release is not a substitute for the proxy
statement or registration statement or other document 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 PROXY STATEMENT(S), REGISTRATION
STATEMENT(S), TENDER OFFER STATEMENT, PROSPECTUS 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 BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT CN, KCS AND THE PROPOSED TRANSACTIONS. Any definitive proxy
statement(s), registration statement or prospectus(es) and other
documents filed by CN and KCS (if and when available) will be
mailed to stockholders of CN and/or KCS, as applicable. Investors
and security holders will be able to 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’s Corporate Secretary’s
Office by telephone at 1-888-800-3690 or by email at
corpsec@kcsouthern.com.
ParticipantsThis news release
is neither a solicitation of a proxy nor a substitute for any proxy
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
members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transactions. Information about CN’s executive officers
and directors is available 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’s 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 will be included in one or more registration
statements, proxy statements, tender offer statements 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.
Contacts: |
|
Media |
Investment
Community |
Mathieu Gaudreault |
Paul Butcher |
Senior Advisor |
Vice-President |
Media Relations |
Investor Relations |
1-833-946-3342media@cn.ca |
(514)
399-0052investor.relations@cn.ca |
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