AGREEMENT AND PLAN OF MERGER by and among CANADIAN PACIFIC RAILWAY LIMITED, CYGNUS MERGER SUB 1 CORPORATION, CYGNUS MERGER SUB 2 CORPORATION and KANSAS CITY SOUTHERN Dated as of September 15, 2021Merger Agreement • September 16th, 2021 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 15, 2021 (this “Agreement”), by and among Canadian Pacific Railway Limited, a Canadian corporation (“Parent”), Cygnus Merger Sub 1 Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Surviving Merger Sub”), Cygnus Merger Sub 2 Corporation, a Delaware corporation and a direct wholly owned subsidiary of Surviving Merger Sub (“First Merger Sub” and, together with Surviving Merger Sub, “Merger Subs”) and Kansas City Southern, a Delaware corporation (the “Company”).
