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EXHIBIT (A)(4)
ILLINOIS CENTRAL CORPORATION
000 XXXXX XXXXXXXXX XXXXX
CHICAGO, ILLINOIS 60611-5504
February 13, 1998
Dear Stockholders:
I am pleased to inform you that Illinois Central Corporation (the
"Company") and Canadian National Railway Company ("Canadian National") have
entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant
to which Blackhawk Merger Sub, Inc. (the "Purchaser"), a wholly owned subsidiary
of Canadian National, has commenced a tender offer (the "Offer") to purchase
approximately 75% of the outstanding shares of the Company's Common Stock (the
"Shares") at a price of $39.00 per Share. Following completion of the Offer and
subject to satisfaction of customary conditions, the Purchaser will be merged
with and into the Company (the "Merger") and each Share not purchased in the
Offer will be converted into the right to receive an amount of Canadian National
common stock (the "Canadian National Common Stock") equal to the fraction
obtained by dividing (1) $39.00 by (2) the average closing price of the Canadian
National Common Stock (the "Average Closing Price") over the 20 day trading
period ending two trading days prior to the effective time of the Merger;
provided that if such Average Closing Price is less than $43.00, then the
Average Closing Price will be deemed to be $43.00 and if such Average Closing
Price is greater than $64.50, then the Average Closing Price will be deemed to
be $64.50. If less than 75% of the shares are tendered, the Shares outstanding
prior to the Merger will be converted into the right to receive a prorated
amount of stock and cash in order to ensure that the overall aggregate
consideration consists of 75% cash and 25% stock.
AS MORE FULLY DESCRIBED IN THE ATTACHED SCHEDULE 14D-9, YOUR BOARD OF
DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, AND RECOMMENDS THAT
COMPANY STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES.
In reaching its conclusion, the Board considered, among other factors, the
Company's business, its current financial condition and results of operations,
and its future prospects, and the current and anticipated developments in the
railroad industry and the Board's belief, on the basis of its familiarity with
these matters, that the consideration to be received by the Company's
stockholders in the transaction fairly reflects the Company's intrinsic value.
The enclosed Offer to Purchase and related Letter of Transmittal set forth
in detail the terms and conditions of the Offer and the Merger and provide
instructions on how to tender your Shares. Attached is a copy of the Schedule
14D-9 filed by the Company with the Securities and Exchange Commission. The
Schedule 14D-9 describes the reasons for the Board's conclusions and contains
other important information relating to the Offer. I urge you to consider the
enclosed information carefully.
Sincerely,
LOGO
Xxxxxxx X. Xxxxxxxx
Chairman
