Press Releases April 30, 2026 04:20 PM

CN Statement on UP-NS Amended Merger Re-Application

CN Criticizes Union Pacific and Norfolk Southern's Amended Merger Application for Insufficient Competitive Protections

By Caleb Monroe CNI
CN Statement on UP-NS Amended Merger Re-Application
CNI

Canadian National Railway Company (CN) issued a statement opposing the amended merger application of Union Pacific and Norfolk Southern, arguing that it fails to adequately address the competitive harms posed by the merger and lacks meaningful remedies as required by the Surface Transportation Board. CN emphasizes the need for strict regulatory conditions to protect competition and the public interest in the U.S. freight rail sector, noting that the merger would control approximately 40% of U.S. freight rail traffic.

Key Points

  • CN continues to review and actively engage in opposition to the amended merger application by Union Pacific and Norfolk Southern.
  • CN highlights that the merger application fails to address significant competitive harms and lacks sufficient remedies.
  • The Surface Transportation Board’s authority to impose conditions protecting competition and public interest is emphasized as crucial given the scale of the proposed merger.
  • Sectors impacted include transportation, logistics, and broader supply chain services reliant on freight rail infrastructure.

MONTREAL, April 30, 2026 (GLOBE NEWSWIRE) -- CN (TSX: CNR) (NYSE: CNI) today announced that it continues to review Union Pacific and Norfolk Southern’s amended merger application submitted to the Surface Transportation Board (STB) and will remain actively engaged in this process.

Despite having addressed certain deficiencies, the Applicants have failed to materially improve the amended application in ways that address the competitive harms of the merger, despite the Surface Transportation Board’s clear encouragement to do so. Most notably, they have not remedied the significant competitive harms posed by the merger, nor have they offered any meaningful competitive enhancements as required under the Board’s new rules. These failures should be fatal to the application.

The Applicants falsely continue to call their merger end-to-end. However, as CN has previously demonstrated, the Company continues to believe the areas of competitive overlap and harms are more extensive than those identified in this amended application. CN is well positioned to provide solutions to the issues the Applicants acknowledge, as well as those harms they have yet to address.

“Given the magnitude of this transaction, the Board’s authority to impose conditions that protect competition and the public interest must be paramount. If Union Pacific and Norfolk Southern have set a cost cap on the conditions, they’re willing to accept, that’s their business decision and their risk. It is not a ceiling on the Board’s authority, and it doesn’t limit what’s required in the public interest.”
    -    Olivier Chouc, Senior Vice-President and Chief Legal Officer, CN

Remedies are necessary for a transaction that would control approximately 40% of U.S. freight rail traffic. But the measures outlined in the amended application are plainly inadequate. The Applicants cannot cure an incomplete and deficient application with vague and insufficient remedies.

The STB’s mandate to impose the necessary conditions to protect competition and the public interest is not negotiable.

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.

Contacts: 

MediaInvestment CommunityAshley MichnowskiJamie LockwoodSenior ManagerVice-PresidentMedia RelationsInvestor Relations & Special Projects(438) 455-3692
[email protected](514) 399-0052
[email protected]



Risks

  • Potential competitive harm in the U.S. freight rail market if the merger proceeds without adequate conditions, negatively impacting customers and market dynamics.
  • Regulatory uncertainty surrounding the Surface Transportation Board's decision and the potential imposition of stringent conditions or denial of the merger.
  • Increased concentration in freight rail market could lead to reduced competition, impacting economic sectors dependent on efficient rail freight services.

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