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CN Makes Superior Proposal to Combine With Kansas City Southern Combination will create the premier railway for the 21st century connecting ports in the United States , Canada and Mexico to facilitate trade and economic prosperity across North America Combination will result in a safer , faster , cleaner and stronger railway CN's proposal of $ 325 per KCS share represents 21 % premium over implied value of CP transaction and values KCS at an enterprise value of $ 33.7 billion¹ Expected EBITDA synergies approaching $ 1 billion annually with a significant proportion expected from converting truck traffic from busy interstates and highways for better fuel efficiency at a lower cost Anticipated to be accretive to Adjusted Diluted EPS² > in the first full year following CN assuming control of KCS MONTREAL , April 20 , 2021 ( GLOBE NEWSWIRE ) -- CN ( TSX : CNR , NYSE : CNI ) today announced that it has made a superior proposal to combine with Kansas City Southern ( NYSE : KSU ) ( “ KCS ” ) in a cash - and - stock transaction valued at $ 33.7 billion , or $ 325 per share¹ . Together , CN and KCS will create the premier railway for the 21st century , seamlessly 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 . This rail and logistics network would reduce traffic congestion and prevent thousands of tons of greenhouse gas emissions from entering the atmosphere every day . This combination will also significantly expand the combined company's total addressable market and provide growth opportunities across the rapidly growing USCMA network . 1 All figures in U.S. dollars , except where noted . All conversions between Canadian dollars and U.S. dollars are based on a 0.799 foreign exchange rate as of April 19 , 2021. Where applicable , figures are based on CN and CP closing share prices on the NYSE of $ 118.13 and $ 365.37 , respectively , as of April 19 , 2021 . 2 The combination is expected to be accretive to CN's Adjusted Diluted EPS , excluding incremental transaction - related amortization , in the first full year following CN's acquisition of control of KCS , and is expected to generate double - digit accretion upon the full realization of synergies thereafter . Under the terms of the superior proposal made today to KCS ' Board of Directors , following closing into a voting trust , KCS shareholders will receive $ 200 in cash and 1.059 shares of CN common stock for each KCS common share . Based on yesterday's closing price of CN shares , CN's proposal is valued at $ 325 per KCS share . This represents an implied premium of 45 % when compared to KCS ' unaffected closing stock price on March 19 , 2021 and an 21 % improvement over the current value of KCS ' agreement with Canadian Pacific Railway Limited ( TSX : CP , NYSE : CP ) ( " CP " ) . With greater than two - times more cash consideration , CN's superior proposal delivers greater value and certainty to KCS shareholders , as well as participation in the significant upside of the combined company . CN currently estimates that the combination would result in EBITDA synergies approaching $ 1 billion annually , with the vast majority of synergies coming from additional revenue opportunities . CN anticipates the transaction to be accretive to CN's adjusted diluted earnings per share² in the first full year following CN assuming control of KCS . These are conservative estimates based on publicly available information and would be refined during the due diligence process .