TCI Fund Management Limited Announces It Has Retained Kingsdale Advisors to Halt Canadian National Railway's Pursuit of Kansas City Southern and Effect Value Creating Change

LONDON, Sept. 7, 2021 /PRNewswire/ -- Long-term shareholder TCI Fund Management Limited ("TCI") announces it has retained Kingsdale Advisors, North America's leading strategic shareholder advisory and communications firm, to act as its strategic advisor and engage with Canadian National Railway's (TSX: CNR) (NYSE: CNI) ("CN" or the "Corporation") shareholders to achieve TCI's objectives of halting CN's pursuit of Kansas City Southern ("KCS") and upgrading the board of directors (the "Board") who, among other things, will have a mandate to identify and appoint a new CEO.  

Kingsdale Advisors will provide TCI with strategic advice, assist in engaging with shareholders, and, if CN continues to act in a manner that ignores the interest of shareholders and a proxy fight is required, Kingsdale Advisors will lead TCI's campaign for positive change. Kingsdale Advisors has significant experience in the railroad industry having previously represented Bill Ackman in his successful campaign to change the board at Canadian Pacific Railway.

"We believe CN's best days are ahead of it, provided the company immediately withdraws from its reckless, irresponsible, and value destructive pursuit of KCS," said Chris Hohn, TCI Founder and Portfolio Manager. "The 'copy-cat' bid for KCS, combined with CN's continued operational underperformance, make the case for change compelling and clear."

"It is shocking to us that there is currently no-one on the Board who has had any meaningful outside involvement, background or training in the railroad industry.  The bid for KCS exposed a basic misunderstanding of the industry and the regulatory environment.    The CN Board must therefore take full responsibility for its egregious failure of oversight in sanctioning the bid.  The Board has consistently misjudged the Surface Transportation Board ("STB") and the predictions of the Board have been consistently wrong.  The Board now lacks all credibility so new directors must be appointed that have more railroad experience and expertise.  The CEO should also be replaced with a railroader that has a proven track record in order to create a much-needed culture of operational excellence."

Mr Hohn also said, "Due to the urgency of these issues, we expect to requisition a special meeting of CN shareholders soon to nominate at least five new directors with a mandate to lead the Board in the process of selecting a new world class CEO with extensive experience of railroad operations to turn CN around.  We believe the majority of CN shareholders share our vision and will support the actions and leadership changes we are recommending.  We encourage CN to listen to its shareholders and engage with TCI constructively to help get CN back on track."

TCI, through entities it manages, has been a shareholder of CN since 2018 and currently owns more than 5% of the shares outstanding, valued at $4 billion, and is committed to the long-term success of CN.  TCI intends to submit a formal requisition to CN's Board in due course for the purpose of calling a special meeting of shareholders to upgrade the Board by electing up to five new highly qualified and experienced nominees.

CN Shareholders Suffering from an Incompetent Board and Weak CEO
The bid for KCS reflects poorly on CN's management and Board because it was obvious from the beginning that the bid would fail.  It was a 'copy-cat' bid that reflected a defensive motivation and lack of strategic thinking.  The STB's new merger rules had never been tested so committing $2 billion of fees was irresponsible.  Many other errors were made but continually arguing that parallel tracks do not compete with each other was disingenuous and unintelligent.

The opinion of the STB is clear: it does not want CN to buy KCS, so persisting in the face of explicit opposition from the STB and other government agencies would be negligent, hugely damaging to the reputation of CN, and potentially financially disastrous because it would expose the company to the risk of forced divestment and damaging remedies.  It would also be a major distraction for management who should be focused on fixing the network.

CN's Best Days Are Ahead
The good news is that CN owns the best rail network in North America so it does not need to acquire KCS to prosper. CN should also be the most efficient and fastest growing railroad in the industry, but change is needed to achieve this goal.  History has shown that with the right leadership railroads can be fixed quickly. CN is no different.  While the new Board will have the responsibility of selecting a new CEO, TCI has identified Jim Vena as the outstanding candidate for the position.  Mr. Vena has a proven track record as an exceptional operator and his time at CN and Union Pacific demonstrate that he knows how to run a railroad successfully.

About TCI Fund Management
Founded in 2003 by Sir Christopher Hohn, TCI is a value orientated, fundamental investor which invests globally in strong businesses with sustainable competitive advantages. Using a private equity approach, TCI conducts deep fundamental research, constructively engages with management and adopts a long-term investment horizon. For more information on TCI and its ESG policy, visit www.tcifund.com/ESG

About Kingsdale Advisors
With offices in Toronto and New York, Kingsdale Advisors is the leading advisor to public companies on all shareholder, governance, and transaction related matters having acted on the largest and highest profile proxy fights, transactions, and other special situations. Since 2003, public companies across North America have looked to the expertise of Kingsdale Advisors to secure the success of transactions or resolutions driven by shareholder votes. Kingsdale Advisors' multidisciplinary team offers an array of specialized services focused on strategic and defensive advisory, governance advisory, compensation advisory, strategic communications, voting analytics, and creative services.

Contacts 

Ian Robertson
President, Canada
Kingsdale Advisors
Direct: 416-867-2333
Cell: 647-621-2646
Email: [email protected]

TCI Media Contacts:

ASC Advisors, New York
Steve Bruce:                   [email protected] 
Taylor Ingraham:            [email protected] 
203 992 1230

SOURCE TCI Fund Management Limited

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