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EXHIBIT 99.1
[CN LOGO] [BNSF LOGO]
FOR IMMEDIATE RELEASE
CN AND BNSF AGREE TO TERMINATE COMBINATION -
CITE UNCERTAINTY AND RISK IN WAITING UP TO 2 1/2 YEARS
FOR FINAL STB DECISION ON TRANSACTION
MONTREAL and FORT WORTH, Texas, July 20, 2000 -- Canadian National Railway
Company (NYSE: CNI; TSE: CNR) (CN) and Burlington Northern Santa Fe Corporation
(NYSE: BNI) (BNSF) announced today that their Boards of Directors have both
voted to approve an immediate, mutual termination of the combination agreement
that would have created North American Railways, Inc., after carefully
considering the implications for customers, employees and shareholders.
Paul M. Tellier, president and chief executive officer of CN, and Robert D.
Krebs, chairman and chief executive officer of BNSF, said: "CN and BNSF are both
shareholder-driven organizations, and we have concluded it is not in the
interests of our shareholders to assume the risks involved in waiting up to 2
1/2 years for a decision on our transaction by the regulator in the United
States."
The Surface Transportation Board (STB) imposed a 15-month moratorium on new rail
mergers on March 17, 2000, while it prepares new rail merger guidelines. The
moratorium, upheld by the United States Court of Appeals for the District of
Columbia Circuit in a ruling on July 14, 2000, prevents CN and BNSF from filing
a common control application with the STB until mid-June 2001 at the earliest.
As a result, a regulatory decision on the CN/BNSF combination would be unlikely
before late 2002.
Tellier said: "We had looked forward to creating a company that could have been
the leader in every aspect of the rail industry. But the delay and uncertainty
caused by the STB's moratorium and proposed rule making made it impossible for
us to continue with our combination efforts."
Krebs said: "It is with regret that we give up on our efforts to create North
American Railways. The service we would have provided our customers across a
50,000-mile
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network would have been unparalleled, and the US$800 million (C$1.2 billion) per
year of synergies we identified as we prepared our combination case could have
provided significant benefits to both companies."
Tellier and Krebs said: "CN and BNSF intend to continue to strengthen the ties
that have been established between the two companies, and to capture, to the
extent that they can be realized by separate entities, the improvements and
efficiencies that were identified as part of the combination preparation."
No break-up fees will arise from the termination of the CN/BNSF combination
agreement because the companies have mutually agreed to unwind their
transaction.
CN and BNSF announced their proposed combination through North American Railways
on Dec. 20, 1999.
Canadian National Railway Company spans Canada and mid-America, from the
Atlantic and Pacific oceans to the Gulf of Mexico, serving the ports of
Vancouver, Prince Rupert, B.C., Montreal, Halifax, New Orleans, and Mobile,
Ala., and key cities of Toronto, Buffalo, Chicago, Detroit, Memphis, St. Louis,
and Jackson, Miss., with connections to all points in North America.
Through its subsidiary, The Burlington Northern and Santa Fe Railway Company,
BNSF, headquartered in Fort Worth, Texas, operates one of the largest rail
networks in North America, with 33,500 route miles of track covering 28 states
and two Canadian provinces.
# # #
CN contact: BNSF contact:
Mark Hallman Dick Russack
(416) 217-6390 (817) 352-6425
