CN Comments on Union Pacific and Norfolk Southern's Amended Merger Application, Urges STB Rejection for Incompleteness

MONTREAL, May 11, 2026 (GLOBE NEWSWIRE) -- CN (TSX: CNR) (NYSE: CNI) filed comments with the Surface Transportation Board (STB) demonstrating that the amended merger application submitted by Union Pacific (UP) and Norfolk Southern (NS) still fails to meet the Board’s requirements and thus remains incomplete. CN is urging the Board to reject the amended application.

CN’s filing shows that the amended application continues to omit required information regulators and stakeholders need to meaningfully assess the competitive and operational impacts of this major proposed merger. Of the three independent deficiencies the Board identified in rejecting Applicants’ first application in January 2026, the amended application meaningfully addresses only one — providing the complete Merger Agreement — while failing to remedy the other two. Applicants still have not offered meaningful competitive enhancements, falling far short of the STB’s higher burden for Class I mergers to enhance competition and meet the public interest standard.

More specifically, the Amended Application still fails to provide:

• Complete competition analyses required by STB regulations;
• Consistent market share information across the Amended Application;
• Accurate identification of points that would go from two Class I options to one, or from three Class I options to two;
• Analyses of downstream competitive impacts from future potential rail consolidation; and
• A significant transaction application for control of the Terminal Railroad Association of St. Louis (TRRA).
  

Finally, CN highlighted the insufficiency of the Applicants’ proposed Committed Gateway Pricing (CGP) program — the sole alleged enhancement to competition. This temporary and highly limited program applies to less than one percent of U.S. rail traffic. CGP excludes major categories of traffic, including finished vehicles, intermodal shipments, unit trains, and all customers currently served by CN, CPKC, and most short lines. According to Applicants’ own expert and modeling, CGP will actually harm many shippers. Importantly, many shippers would face increases in rail shipping costs due to the CGP program, as shown in the state maps submitted with CN’s comments.

“In January, the Board gave Applicants a clear roadmap: fix three specific deficiencies and take the opportunity to improve your application. Instead of doing the work, Applicants addressed only one of three — and ignored the Board’s invitation to meaningfully improve their application altogether. Rather than provide the required competition analyses, they recycled the same flawed approach the Board already rejected. Rather than submit the required TRRA application, they deleted their prior filing and offered a vague promise in its place. And rather than propose real competitive enhancements, they doubled down on a pricing program that will harm more shippers than it helps as shown by their own expert’s study. This is not a serious effort to comply with the Board’s requirements — it is a disregard for the process and for the stakeholders who depend on it.”

— Olivier Chouc, Executive Vice-President and Chief Legal Officer, CN

CN appreciates the STB’s commitment to conduct a thorough and fair review in this proceeding to protect rail competition, support affordable transportation options for shippers, and strengthen the resiliency of North American supply chains. CN remains confident the Board will hold Applicants to the standards required by the Board’s regulations and to reject this incomplete application.

CN Forward-Looking Statements

Certain statements by CN 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. 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 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.

About CN
CN powers the economy by safely transporting more than 300 million tons of natural resources, manufactured products, and finished goods throughout North America every year for its customers. With its nearly 20,000-mile rail network and related transportation services, CN connects Canada’s Eastern and Western coasts with the U.S. Midwest and the U.S. Gulf Coast, contributing to sustainable trade and the prosperity of the communities in which it operates since 1919.

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