SUMMARY

This summary highlights information contained elsewhere in this proxy statement/prospectus and may not contain all of the information that might be important to you. KCS and CPRL urge you to read carefully the remainder of this proxy statement/prospectus, including the attached annexes, the documents incorporated by reference into this proxy statement/prospectus and the other documents to which KCS and CPRL have referred you. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find Additional Information” on page 229. Each item in this summary includes a page reference to direct you to a more complete description of the topics presented in this summary.

Information about the Companies (page 133)

Canadian Pacific Railway Limited

7550 Ogden Dale Road S.E.

Calgary, Alberta T2C 4X9

1-403-319-7000

CPRL, together with its subsidiaries (which we collectively refer to as “CP”), owns and operates a transcontinental freight railway in Canada and the United States. CP provides rail and intermodal transportation services over a network of approximately 13,000 miles, connecting the Atlantic coast to the Pacific coast across six Canadian provinces and 11 U.S. states. CP’s railway network feeds directly into the U.S. heartland from the East and West coasts. Agreements with other carriers extend CP’s market reach in Canada, through the U.S. and into Mexico. CP transports bulk commodities, merchandise freight and intermodal traffic.

CPRL was incorporated on June 22, 2001, under the CBCA, and controls and owns all of the common shares of Canadian Pacific Railway Company (which we refer to as “CPRC”), which was incorporated in 1881 by Letters Patent pursuant to an Act of the Parliament of Canada and is governed by the CBCA. CPRL’s registered, executive and corporate head office is located at 7550 Ogden Dale Road S.E., Calgary, Alberta T2C 4X9. CPRL common shares are listed on the NYSE and the TSX under the symbol “CP.”

Additional information about CPRL can be found on its website at www.cpr.ca. The information contained in, or that can be accessed through, CPRL’s website is not intended to be incorporated into this proxy statement/prospectus. For additional information about CPRL, see the section entitled “Where You Can Find Additional Information” on page 229.

Cygnus Merger Sub 1 Corporation

120 South 6th Street

Suite 800

Minneapolis, MN 55402

1-888-333-6370

Surviving merger sub, a Delaware corporation and a direct wholly owned subsidiary of CPRL, was formed solely for the purpose of facilitating the transactions contemplated by the merger agreement. Surviving merger sub has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the merger agreement. By operation of the second merger, KCS will merge with and into surviving merger sub. As a result, immediately following the second merger, surviving merger sub will survive as a direct wholly owned subsidiary of CPRL.

Following the closing of the transaction (which we refer to as the “closing”), all of the outstanding shares of capital stock of the second surviving corporation, as successor to KCS, will be deposited by merger holdco into the voting trust subject to the voting trust agreement, pending receipt of STB final approval.

Surviving merger sub’s principal executive offices are located at 120 South 6th Street, Suite 800, Minneapolis, MN 55402, and its telephone number is 1-888-333-6370.

Cygnus Merger Sub 2 Corporation

120 South 6th Street

Suite 800

Minneapolis, MN 55402

1-888-333-6370

First merger sub, a Delaware corporation and a direct wholly owned subsidiary of surviving merger sub, was formed solely for the purpose of facilitating the transactions contemplated by the merger agreement. First merger sub has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transaction. By operation of the first merger, first merger sub will merge with and into KCS. As a result, KCS will survive as a direct wholly owned subsidiary of surviving merger sub, before immediately merging with and into surviving merger sub. Upon completion of the first merger, first merger sub will cease to exist as a separate entity.

First merger sub’s principal executive offices are located at 120 South 6th Street, Suite 800, Minneapolis, MN 55402, and its telephone number is 1-888-333-6370.

Kansas City Southern

427 West 12th Street

Kansas City, MO 64105

1-816-983-1303

KCS, a Delaware corporation, is a holding company with domestic and international rail operations in North America that are strategically focused on the growing north/south freight corridor connecting key commercial and industrial markets in the central U.S. with major industrial cities in Mexico. As used below, “Kansas City Southern” may refer to KCS or, as the context requires, to one or more subsidiaries of KCS.

Kansas City Southern controls and owns all of the stock of The Kansas City Southern Railway Company (which we refer to as “KCSR”), a U.S. Class 1 railroad founded in 1887. KCSR serves a ten-state region in the Midwest and Southeast regions of the U.S. and has the shortest north/south rail route between Kansas City, Missouri and several key ports along the Gulf of Mexico in Alabama, Louisiana, Mississippi and Texas.

Kansas City Southern controls and owns all of the stock of Kansas City Southern de México, S.A. de C.V. (which we refer to as “KCSM”). Through its 50-year concession from the Mexican government (which we refer to as the “concession”), which could expire in 2047 unless extended, KCSM operates a key commercial corridor of the Mexican railroad system and has as its core route the most strategic portion of the shortest, most direct rail passageway between Mexico City and Laredo, Texas. Laredo is a principal international gateway through which a substantial portion of rail and truck traffic between the U.S. and Mexico crosses the border. KCSM serves most of Mexico’s principal industrial cities and three of its major seaports. KCSM’s rail lines provide exclusive rail access to the U.S. and Mexico border crossing at Nuevo Laredo, Tamaulipas. Under the concession, KCSM has the right to use and operate the southern half of the rail bridge at Laredo, Texas, which spans the Rio Grande River between the U.S. and Mexico. KCS owns the northern half of this bridge through its ownership of Mexrail, Inc. (which we refer to as “Mexrail”).

KCSM also provides exclusive rail access to the port of Lazaro Cardenas on the Pacific Ocean. The Mexican government developed the port at Lazaro Cardenas principally to serve Mexican markets and as an alternative to the U.S. west coast ports for Asian and South American traffic bound for North America.

Kansas City Southern wholly owns Mexrail which, in turn, wholly owns The Texas Mexican Railway Company (which we refer to as “Tex-Mex”). Tex-Mex owns a 160-mile rail line extending from Laredo, Texas to the port city of Corpus Christi, Texas, which connects the operations of KCSR with KCSM.

The Kansas City Southern coordinated rail network (KCSR, KCSM and Tex-Mex, including trackage rights) comprises approximately 7,100 route miles extending from the Midwest and Southeast regions of the U.S. south into Mexico and connects with all other Class 1 railroads, providing shippers with an effective alternative to other railroad routes and giving direct access to Mexico and the Southeast and Southwest U.S. through alternate interchange hubs.

Panama Canal Railway Company (which we refer to as “PCRC”), an unconsolidated joint venture company owned equally by Kansas City Southern and Mi-Jack Products, Inc. (which we refer to as “Mi-Jack”), was awarded a concession from the Republic of Panama to reconstruct and operate the Panama Canal Railway, a 47-mile railroad located adjacent to the Panama Canal that provides international container shipping companies with a railway transportation alternative to the Panama Canal. The concession was awarded in 1998 for an initial term of 25 years with an automatic renewal for an additional 25-year term. The Panama Canal Railway is a north-south railroad traversing the isthmus of Panama between the Atlantic and Pacific oceans.

Other subsidiaries and affiliates of Kansas City Southern include the following:

KCS is a public company. KCS common stock and KCS preferred stock are traded on the NYSE under the symbols “KSU” and “KSU-P,” respectively. KCS’s principal executive offices are located at 427 West 12th Street, Kansas City, MO 64105, and its telephone number is 1-816-983-1303.

Additional information about KCS can be found on its website at www.kcsouthern.com. The information contained in, or that can be accessed through, KCS’s website is not intended to be incorporated into this proxy statement/prospectus. For additional information about KCS, see the section entitled “Where You Can Find Additional Information,” on page 229.

Risk Factors (page 21)

The transactions contemplated by the merger agreement involve risks, some of which are related to the transaction. In considering the transaction, including whether to vote for the KCS merger proposal, the KCS

compensation proposal and the KCS adjournment proposal, you should carefully consider the information about these risks set forth under the section entitled “Risk Factors” on page 21, together with the other information included or incorporated by reference in this proxy statement/prospectus.

The Transaction and the Merger Agreement (page 49)

The merger agreement provides, among other things, that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, (i) at the effective time, first merger sub will merge with and into KCS, with KCS surviving the first merger as a direct, wholly owned subsidiary of surviving merger sub, and (ii) immediately following the first merger at the effective time of the second merger (which we refer to as the “second effective time”), KCS will merge with and into surviving merger sub, with surviving merger sub surviving the second merger as a direct, wholly owned subsidiary of CPRL.

Immediately following the second merger and immediately prior to the deposit of all of the outstanding shares of capital stock of the second surviving corporation into the independent, irrevocable voting trust (which we refer to as the “voting trust transaction”), CPRL and certain subsidiaries of CPRL will be involved in an internal reorganization that will result in the second surviving corporation becoming an indirect wholly owned subsidiary of CPRL. See the section entitled “The KCS Merger Proposal—Transaction Structure,” on page 47 for a description of each step involved in the internal reorganization.

The terms and conditions of the transaction are contained in the merger agreement, which is described in this proxy statement/prospectus and attached to this proxy statement/prospectus as Annex A. You are encouraged to read the merger agreement carefully, as it is the legal document that governs the transaction. All descriptions in this summary and elsewhere in this proxy statement/prospectus of the terms and conditions of the transaction are qualified in their entirety by reference to the full text of the merger agreement. For a summary of the merger agreement, see the section entitled “The Merger Agreement,” on page 136.

Merger Consideration (page 48)

Upon the terms and subject to the conditions set forth in the merger agreement, at the effective time, each share of KCS common stock that is outstanding immediately prior to the effective time (other than certain excluded shares as described in the merger agreement) will be converted automatically into the right to receive the merger consideration, being the share consideration of 2.884 validly issued, fully paid and non-assessable CPRL common shares and the cash consideration of $90.00 in cash, without interest, and each share of KCS preferred stock that is outstanding immediately prior to the effective time (other than certain excluded shares as described in the merger agreement) will be converted into the right to receive the preferred merger consideration of $37.50 in cash, without interest.

The merger consideration and/or the preferred merger consideration will be equitably adjusted in the event of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination or exchange of shares involving KCS common stock, KCS preferred stock or CPRL common shares prior to the effective time, to proportionally reflect such change.

For a full description of the treatment of KCS equity awards in the transaction, see the sections entitled “The Merger Agreement—Treatment of KCS Equity Awards” and “The Merger Agreement—Merger Consideration,” on pages  140 and 138, respectively.

KCS Board of Directors’ Recommendation (page 64)

The KCS board unanimously recommends that you vote “FOR” the KCS merger proposal, “FOR” the KCS compensation proposal and “FOR” the KCS adjournment proposal. For a description of some of the factors considered by the KCS board in reaching its decision to approve the merger agreement and additional

information on the recommendation of the KCS board that KCS stockholders vote to adopt the merger agreement, see the section entitled “The KCS Merger Proposal—Recommendation of the KCS Board; KCS’s Reasons for the Transaction,” on page 64.

The Voting Trust (page 168)

Certain activities of CPRL, KCS and their subsidiaries are regulated by the STB. STB approval or exemption is required for, among other things, CPRL’s or merger holdco’s acquisition of control of KCS. Upon consummation of the transaction, merger holdco will establish the voting trust. Following the transaction and pending STB final approval or exemption of the transaction pursuant to 49 U.S.C. § 11323 et seq., all of the outstanding shares of capital stock of the second surviving corporation will be deposited by merger holdco into the voting trust in accordance with the terms and conditions of the voting trust agreement. The trustee will agree to act as voting trustee in respect of the voting trust; in such capacity, the trustee will vote all shares of the capital stock of the second surviving corporation at any time delivered to the trustee of the voting trust pursuant to the voting trust agreement (which shares we refer to as “trust stock”). Although merger holdco will remain the beneficial owner of the trust stock, both it and CPRL will be unable to exercise control over KCS while the trust stock is held by the trustee. The deposit of the outstanding shares of capital stock of the second surviving corporation into the voting trust by merger holdco will insulate the second surviving corporation from control by CPRL or merger holdco until STB final approval has been either obtained (or is otherwise no longer required by law) or denied. The management and board of directors of KCS will continue to manage the second surviving corporation while its outstanding shares of capital stock are held in the voting trust, pursuing its independent business plan and growth strategies. For a summary of the terms of the voting trust, see the section entitled “The Voting Trust,” on page 168.

Comparative Per Share Market Price Information (page 38)

The following table presents the closing price per share of CPRL common shares on the TSX and the NYSE and of KCS common stock on the NYSE on (a) March 19, 2021, the last full trading day prior to the public announcement of the signing of the prior CP merger agreement, (b) August 9, 2021, the last full trading day prior to that on which CPRL submitted a revised offer to acquire KCS, (c) September 14, 2021, the last full trading day prior to the public announcement of the signing of the merger agreement, and (d) September 30, 2021, the last practicable trading day prior to the mailing of this proxy statement/prospectus. This table also shows the implied value of the merger consideration payable for each share of KCS common stock, which was calculated by multiplying the closing price of CPRL common shares on the NYSE on those dates by the exchange ratio and adding $90.00 in respect of the cash consideration.

Opinions of KCS’s Financial Advisors (page 71)

Opinion of Morgan Stanley

Morgan Stanley & Co. LLC (which we refer to as “Morgan Stanley”) was retained by the KCS board to act as its financial advisor in connection with the transaction. On September 15, 2021, Morgan Stanley rendered its oral opinion, which was confirmed by delivery of a written opinion dated September 15, 2021, to the KCS board to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in its written opinion, the merger consideration to be received by the holders of shares of KCS common stock, other than shares held in treasury or held by CPRL, the merger subs or KCS (in each case, other than shares held on behalf of third parties) or shares with respect to which the holders thereof have not voted in favor of the adoption of the merger agreement or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL (collectively, “excluded shares”), under the merger agreement was fair from a financial point of view to such holders of KCS common stock.

The full text of Morgan Stanley’s written opinion to the KCS board, dated September 15, 2021, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this proxy statement/prospectus as Annex B and is incorporated by reference herein in its entirety. The foregoing summary of Morgan Stanley’s opinion is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Morgan Stanley’s opinion, this section and the summary of Morgan Stanley’s opinion below carefully and in their entirety. Morgan Stanley’s opinion was for the benefit of the KCS board, in its capacity as such, and addressed only the fairness from a financial point of view of the merger consideration to be received by the holders of shares of KCS common stock (other than excluded shares) pursuant to the merger agreement as of the date of the opinion and did not address any other aspects or implications of the transaction. Morgan Stanley’s opinion was not intended to, and does not, constitute an opinion or recommendation as to how the shareholders of KCS or CPRL should vote at the shareholders’ meetings to be held in connection with the transaction.

Opinion of BofA Securities

On September 15, 2021, at a meeting of the KCS board held to evaluate the transaction, BofA Securities, Inc. (“BofA Securities”), KCS’s financial advisor, delivered to the KCS board an oral opinion, which was confirmed by delivery of a written opinion dated September 15, 2021, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in BofA Securities’ written opinion, the merger consideration to be received in the transaction by holders of KCS common stock (other than excluded shares) was fair, from a financial point of view, to such holders.

The full text of BofA Securities’ written opinion to the KCS board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex C to this proxy statement/prospectus and is incorporated by reference herein in its entirety. The summary of BofA Securities’ opinion included in this proxy statement/prospectus is qualified in its entirety by reference to the full text of BofA Securities’ written opinion. BofA Securities delivered its opinion to the KCS board for the benefit and use of the KCS board (in its capacity as such) in connection with and for purposes of its evaluation of the transaction. BofA Securities’ opinion does not address any other terms or other aspects or implications of the transaction and no opinion or view was expressed as to the relative merits of the transaction in comparison to other strategies or transactions that might be available to KCS or in which KCS might engage or as to the underlying business decision of KCS to

proceed with or effect the transaction. BofA Securities’ opinion does not address any other aspect of the transaction and does not express any opinion or recommendation as to how any stockholder should vote or act in connection with the transaction or any related matter. See the section entitled “The KCS Merger Proposal—Opinions of KCS’s Financial Advisors—Opinion of BofA Securities,” on page 84.

The KCS Special Meeting (page 40)

Date, Time and Place of the KCS Special Meeting

The KCS special meeting will be held virtually via the internet on [—], 2021 at [—], Central Time. In light of ongoing developments related to the COVID-19 (coronavirus) pandemic, KCS has elected to hold the KCS special meeting solely by means of remote communication via the internet. The KCS special meeting will be held solely via live audio webcast and there will not be a physical meeting location. KCS stockholders will be able to attend the KCS special meeting online and vote their shares electronically during the meeting by visiting the special meeting website at [—].

Record Date and Outstanding Shares of KCS Voting Stock

Only holders of record of shares of KCS voting stock outstanding as of the close of business on [—], 2021, the record date for the KCS special meeting, are entitled to notice of, and to vote at, the KCS special meeting or any adjournment or postponement of the KCS special meeting. KCS stockholders may cast one vote for each share of KCS voting stock that KCS stockholders own of record as of that record date.

Quorum

A quorum of KCS stockholders is necessary to transact business at the KCS special meeting. A quorum will exist at the KCS special meeting if holders of a majority of the aggregate voting power of the KCS capital stock issued and outstanding and entitled to vote are present in person (including virtually) or represented by proxy. All shares of KCS voting stock represented by a valid proxy and all abstentions will be counted as present for purposes of establishing a quorum. All of the KCS proposals are considered “non-routine” matters under the NYSE rules, and, therefore, brokers are not permitted to vote on any of the matters to be considered at the KCS special meeting unless they have received instructions from the beneficial owners. As a result, no “broker non-votes” are expected at the meeting, and shares held in “street name” will not be counted as present for the purpose of determining the existence of a quorum unless the beneficial owner provides their bank, broker or other nominee with voting instructions for at least one of the proposals brought before the KCS special meeting.

Required Vote to Approve the KCS Merger Proposal

Assuming a quorum is present at the KCS special meeting, approval of the KCS merger proposal requires the affirmative vote of at least a majority of the outstanding shares of KCS voting stock entitled to vote on the KCS merger proposal. Accordingly, a KCS stockholder’s abstention from voting or the failure of any KCS stockholder to vote (including the failure of a KCS stockholder who holds their shares in “street name” through a bank, broker or other nominee to give voting instructions to such bank, broker or other nominee with respect to the KCS merger proposal) will have the same effect as a vote “AGAINST” the KCS merger proposal.

Required Vote to Approve the KCS Compensation Proposal

Assuming a quorum is present at the KCS special meeting, approval of the KCS compensation proposal requires the affirmative vote of at least a majority of the shares of KCS voting stock present at the KCS special meeting in person (including virtually) or represented by proxy and entitled to vote on the KCS compensation proposal. Accordingly, if a KCS stockholder present in person (including virtually) at the KCS special meeting abstains

from voting, or responds by proxy with an “abstain” vote, it will have the same effect as a vote cast “AGAINST” the KCS compensation proposal. If a KCS stockholder is not present in person (including virtually) at the KCS special meeting and does not respond by proxy, it will have no effect on the vote count for the KCS compensation proposal (assuming a quorum is present).

Required Vote to Approve the KCS Adjournment Proposal

Approval of the KCS adjournment proposal requires the affirmative vote of at least a majority of the shares of KCS voting stock present at the KCS special meeting in person (including virtually) or represented by proxy and entitled to vote on the KCS adjournment proposal (whether or not a quorum is present). Accordingly, if a KCS stockholder present in person (including virtually) at the KCS special meeting abstains from voting, or responds by proxy with an “abstain” vote, it will have the same effect as a vote cast “AGAINST” the KCS adjournment proposal. If a KCS stockholder is not present in person (including virtually) at the KCS special meeting and does not respond by proxy, it will have no effect on the vote count for such proposal.

Voting by Directors and Executive Officers

As of [—], 2021, the latest practicable date prior to the date of this proxy statement/prospectus, KCS directors and executive officers, and their affiliates, as a group, owned and were entitled to vote approximately [—]% of the total outstanding shares of KCS common stock and [—]% of the total outstanding shares of KCS preferred stock. Although no KCS director or executive officer has entered into any agreement obligating them to do so, KCS currently expects that all of its directors and executive officers will vote their shares “FOR” the KCS merger proposal, “FOR” the KCS compensation proposal and “FOR” the KCS adjournment proposal. See the section entitled “The KCS Merger Proposal—Interests of KCS’s Directors and Executive Officers in the Transaction” on page 101 and the arrangements described in Part III of KCS’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, KCS’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 and KCS’s Definitive Proxy Statement on Schedule 14A for KCS’s 2021 annual meeting of stockholders filed with the SEC on April 9, 2021, all of which are incorporated into this proxy statement/prospectus by reference.

The CPRL Special Meeting and Shareholder Approval (page 107)

Under Section 611(c) of the TSX Company Manual, security holder approval is required if the number of securities issued or issuable by a listed issuer in payment of the purchase price for an acquisition, exceeds 25% of the number of securities of the listed issuer which are outstanding, on a pre-acquisition, non-diluted basis. Under the terms of the merger agreement, CPRL has agreed to issue 2.884 CPRL common shares and $90.00 in cash, without interest, in exchange for each share of KCS common stock issued and outstanding immediately prior to the effective time. Issuances by KCS of shares of KCS common stock are restricted under the terms of the merger agreement, subject to certain limited exceptions or the prior written consent of CPRL. As a result, the actual number of CPRL common shares that will be issued at the effective time will depend on the number of shares of KCS common stock, KCS restricted share awards and KCS director deferred stock outstanding at such time.

CPRL shareholders will be required to approve the issuance of such number of CPRL common shares as is necessary under the merger agreement to issue the share consideration. As described in the TSX listing application to be filed by CPRL, based on the number of shares of KCS common stock outstanding as of September 9, 2021, CPRL anticipated up to 277,960,197 CPRL common shares to be issuable to KCS common stockholders under the terms of the merger agreement, which represents approximately 42% of the issued and outstanding CPRL common shares as of September 9, 2021 (which we refer to as the “CPRL common share issuance”). Accordingly, the TSX requires that the share issuance resolution be approved by an ordinary

resolution of CPRL shareholders (i.e., a majority of the votes cast by holders of outstanding CPRL common shares represented in person or by proxy and entitled to vote at the CPRL special meeting). Despite the fact that CPRL shareholders are being asked to approve the issuance of up to 277,960,197 CPRL common shares, based on the number of shares of KCS common stock outstanding as of September 9, 2021, CPRL expects that it would issue (at the direction of surviving merger sub and on behalf of surviving merger sub) up to approximately 264,723,997 CPRL common shares in the first merger and is seeking CPRL shareholder approval for the issuance of up to 13,236,200 additional CPRL common shares to accommodate the effects of rounding and for other administrative purposes in accordance with the policies of the TSX.

The actual number of CPRL common shares to be issued or reserved for issuance under the merger agreement will be determined immediately prior to the effective time based on the exchange ratio, the number of shares of KCS common stock outstanding at such time and the number of KCS restricted share awards and KCS director deferred stock outstanding at such time.

CPRL will be holding the special meeting of CPRL shareholders on [—], 2021 (which we refer to, including any adjournments or postponements thereof, as the “CPRL special meeting”) to vote on the resolutions necessary to complete the transaction and other matters to be considered by the CPRL shareholders at such special meeting. In addition to the above-mentioned resolution approving the CPRL common share issuance, at the CPRL special meeting, CPRL shareholders entitled to vote at the CPRL special meeting will be asked to approve a special resolution authorizing and approving an amendment to the articles of CPRL to change its name to “Canadian Pacific Kansas City,” which amendment is conditional upon completion of the combination of CPRL and KCS following receipt of STB final approval. CPRL will separately prepare the management information circular in accordance with applicable Canadian securities and corporate laws and distribute such management information circular to its shareholders in connection with the CPRL special meeting.

Listing of CPRL Common Shares (page 100)

The completion of the transaction is conditional upon the approval for listing of CPRL common shares issuable under the merger agreement on the NYSE, subject to official notice of issuance, and the TSX, subject to customary listing conditions, prior to the effective time.

Delisting and Deregistration of KCS Common Stock (page 101)

If the transaction is completed, KCS common stock will be delisted from the NYSE and deregistered under the U.S. Exchange Act, and KCS will no longer be required to file periodic reports with the SEC with respect to KCS common stock.

KCS has agreed to cooperate with CPRL and use its reasonable best efforts to take, or cause to be taken, all actions reasonably necessary, proper or advisable under applicable laws and rules and policies of the NYSE and the SEC to delist the KCS common stock from the NYSE and to terminate its registration under the U.S. Exchange Act as promptly as practicable after the effective time.

Debt Financing (page 118)

As of June 30, 2021, CP had total long-term debt of approximately C$8.7 billion (U.S.$7.0 billion converted at the Bank of Canada exchange rate on June 30, 2021) and KCS had total long-term debt of approximately U.S.$3.8 billion.

Under the Commitment Letter (which we refer to as the “commitment letter”), dated as of September 15, 2021, by and among Goldman Sachs Lending Partners LLC (which we refer to as “GS Lending”), the Bank of Montreal (which we refer to as “BMO”), CPRL and CPRC, BMO and GS Lending have committed to provide an

unsecured 364-day bridge facility (the “bridge facility”) in an aggregate principal amount of U.S.$8.5 billion to bridge the debt financing required to fund a portion of the cash consideration and preferred merger consideration, and transaction fees and expenses associated with, the transaction. CPRL expects to pre-fund and reduce the commitments under the bridge facility with an offering of debt securities before the closing of the transaction into the voting trust.

Effective as of April 9, 2021, CPRL amended its existing revolving credit facility to modify certain provisions relating to the calculation of the financial covenant ratio in its credit facility. In addition, effective as of September 24, 2021, CPRL entered into an amendment to extend the two-year tranche and the five-year tranche of its existing revolving credit facility to September 27, 2023 and September 27, 2026, respectively. Effective as of September 29, 2021, CPRL entered into a further amendment to its existing revolving credit facility in order to provide financial covenant flexibility for the anticipated acquisition financing pertaining to the transaction, which is in place for a two-year period from the date the transaction closes.

In addition, pursuant to the credit agreement, dated as of September 15, 2021, by and among CPRL and CPRC, BMO, the other lenders and financial institutions party thereto and BMO, as administrative agent, CPRC borrowed the aggregate amount of U.S.$500 million in unsecured term loans, which have an initial six-month maturity. Borrowings under such credit facility, together with commercial paper issuance and cash on hand were used to enable CPRL to make certain remittances in connection with the payments made by KCS in connection with the termination of the CN agreement.

Certain U.S. Federal Income Tax Consequences (page 119)

CPRL and KCS intend that the transaction will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and that Section 367(a)(1) of the Code will not apply to cause the transaction to result in gain recognition by holders of KCS common stock that exchange their shares of KCS common stock for the merger consideration (other than any excepted shareholder). The obligation of KCS to complete the transaction is conditioned upon the receipt of an opinion from Wachtell, Lipton, Rosen & Katz, special counsel to KCS, or another nationally recognized tax counsel, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the transaction will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and that the transaction will not result in gain recognition under Section 367(a)(1) of the Code by holders of KCS common stock (other than any excepted shareholder).

Accordingly, on the basis of such opinion that the transaction will qualify as a reorganization and that Section 367(a) does not apply to require gain recognition, a U.S. holder (other than an excepted shareholder) that exchanges shares of KCS common stock for the merger consideration in the transaction will generally recognize gain (but not loss) in an amount equal to the lesser of: (i) the cash consideration (excluding cash received in lieu of fractional CPRL common shares, if any) received by such U.S. holder in the transaction; and (ii) the excess, if any, of (a) the sum of the cash consideration (excluding cash received in lieu of fractional CPRL common shares, if any) plus the fair market value of the share consideration (including any fractional CPRL common shares deemed received) received by such U.S. holder in exchange for its shares of KCS common stock in the transaction, over (b) such U.S. holder’s tax basis in its shares of KCS common stock exchanged. In addition, a U.S. holder of KCS common stock generally will recognize gain or loss with respect to any cash received in lieu of fractional CPRL common shares.

The exchange of KCS preferred stock for cash pursuant to the transaction generally will be a taxable transaction for U.S. federal income tax purposes. U.S. holders of KCS preferred stock will generally recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received with respect to their shares of KCS preferred stock pursuant to the transaction and their adjusted tax basis in such shares.

For the definition of “U.S. holder” and a more detailed discussion of the material U.S. federal income tax consequences of the transaction to U.S. holders, see the section entitled “The KCS Merger Proposal—Certain U.S. Federal Income Tax Consequences,” on page 119.

The U.S. federal income tax consequences described above may not apply to all KCS stockholders. The tax consequences to KCS stockholders will depend on their individual situations. Accordingly, all KCS stockholders are urged to consult their own tax advisors for a full understanding of the particular tax consequences of the transaction to them.

Certain Canadian Federal Income Tax Consequences (page 124)

A Canadian resident holder (as defined in the section entitled “The KCS Merger Proposal—Certain Canadian Federal Income Tax Consequences,” on page 124) who disposes of their KCS common stock for CPRL common shares and cash consideration (including cash received in lieu of a fractional CPRL common share) in connection with the first merger will generally realize a capital gain (or capital loss) for Canadian federal income tax purposes equal to the amount by which the sum of the aggregate of the fair market value of the CPRL common shares and cash consideration received exceeds (or is less than) the adjusted cost base of the Canadian resident holder’s KCS common stock determined immediately before the disposition and any reasonable costs of disposition.

A Canadian resident holder who disposes of their KCS preferred stock for cash consideration in connection with the first merger will generally realize a capital gain (or capital loss) for Canadian federal income tax purposes equal to the amount by which the cash consideration received exceeds (or is less than) the adjusted cost base of the Canadian resident holder’s KCS preferred stock determined immediately before the disposition and any reasonable costs of disposition.

A non-Canadian resident holder (as defined in the section entitled “The KCS Merger Proposal—Certain Canadian Federal Income Tax Consequences,” on page 124) will not be subject to tax under the Canadian tax act on any capital gain realized on a disposition of KCS common stock or KCS preferred stock, as the case may be, in connection with the first merger, or on a subsequent disposition of a CPRL common share acquired as a result of the first merger, as applicable, unless the relevant share is “taxable Canadian property,” and is not “treaty-protected property” (as those terms are defined in the Canadian tax act) of the non-Canadian resident holder, at the time of the disposition.

For more information, see the section entitled “The KCS Merger Proposal—Certain Canadian Federal Income Tax Consequences,” on page 124.

Accounting Treatment of the Transaction (page 108)

In accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”), CP will account for the transaction using the acquisition method of accounting for business combinations.

Upon the closing, and only for the period that the outstanding shares of capital stock of the second surviving corporation (as successor to KCS) are held in the voting trust, CPRL will account for its indirect 100% equity ownership of the second surviving corporation using the equity method of accounting. Once the STB has completed its review of the transaction and approved CPRL’s acquisition of control of KCS, CPRL will consolidate KCS prospectively, and the equity method investment will be remeasured to fair value immediately before the consolidation occurs, with the resulting gain or loss recognized in net income. As the ultimate outcome of the transaction, assuming receipt of STB final approval, will be a business combination, the unaudited Pro Forma Financial Statements presented in this proxy statement/prospectus have been prepared on a consolidated basis on the basis of a business combination.

For a more detailed discussion of the accounting treatment of the transaction, see the section entitled “The KCS Merger Proposal—Accounting Treatment of the Transaction,” on page 108.

Regulatory Approvals Required for the Transaction (page 109)

As more fully described in this proxy statement/prospectus and in the merger agreement, and subject to the terms and conditions of the merger agreement, KCS and CPRL have agreed to promptly obtain all necessary actions or nonactions, authorizations, permits, waivers, consents, clearances, approvals and expirations or terminations of waiting periods and make all necessary registrations, notices, notifications, petitions, applications, reports and other filings and take all steps as may be necessary, proper or advisable to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any governmental entity (collectively, “consents”).

KCS and CPRL are not currently aware of any material consents or other filings that are required prior to the combination of CPRL and KCS other than those described in this proxy statement/prospectus.

Although CPRL and KCS believe that they will receive the required authorizations and approvals described herein to complete the transactions contemplated by the merger agreement, there can be no assurance as to the timing of these consents and approvals, CPRL’s or KCS’s ultimate ability to obtain such consents or approvals (or any additional consents or approvals that may otherwise become necessary), or the conditions or limitations that such approvals may contain or impose. For more information regarding factors that could impact the closing of the transaction, see the section entitled “Risk Factors,” on page 21.

For a more detailed discussion of the regulatory approvals required to close the transaction see the sections of this proxy statement/prospectus entitled “The Merger Agreement—Conditions that Must Be Satisfied or Waived for the Transaction to Occur” and “The Merger Agreement—Regulatory Filings and Efforts; Other Actions,” on pages 140 and 159, respectively.

STB

The transactions contemplated by the merger agreement are subject to review by the STB pursuant to 49 U.S.C. 11323 et seq., which prohibits the acquisition of control of two or more U.S. rail carriers subject to the jurisdiction of the STB by a person that is not a carrier and the acquisition or control of a U.S. rail carrier by a person that is not a carrier but that controls any number of carriers. STB approval or exemption is required for, among other things, CPRL’s acquisition of control of KCS.

On April 23, 2021, the STB issued a decision finding that the waiver provision under 49 C.F.R. § 1180.0(b) applies to the CP/KCS transaction, and that the transaction will therefore be subject to the regulations set forth at 49 C.F.R. part 1180 (2000) rather than the 2001 version of those rules. Under the pre-2001 rules that govern the transaction, no formal STB approval is required for use of a voting trust. In March 2021, the parties agreed to seek, and sought, a written informal advisory opinion of the STB staff to the effect that the proposed deposit of all outstanding shares of capital stock of the second surviving corporation into the independent, irrevocable voting trust immediately following the completion of the post-closing contributions, subject to the voting trust agreement, would preclude unlawful control of KCS by CPRL and its affiliates and would not result in a violation of 49 U.S.C. 11323 (which we refer to as the “STB voting trust opinion”).

On May 6, 2021, the STB issued a decision indicating that it had conducted a full review of the voting trust submitted to the STB Staff in March 2021 and granted approval for the use of the voting trust to consummate the transaction, subject to the condition that the voting trust agreement be modified to prohibit the trustee from owning securities of CPRL or its affiliates during the existence of the voting trust. CP made the requisite modification. The voting trust agreement proposed for use with the transaction is unchanged from that modified in response to the STB’s May 6 decision.

On September 15, 2021, CPRL and KCS filed with the STB an Amended Notice of Intent indicating that they had entered a new agreement providing for CPRL’s acquisition of KCS, that they would file an application seeking STB control approval on or shortly after October 20, 2021, and that CPRL intended to indirectly acquire the shares of KCS prior to receiving control approval via the use of a voting trust that was substantially identical to that reviewed and approved by the STB in its May 6 decision.

On September 30, 2021, the STB issued a decision confirming that the transaction described in the September 15 Amended Notice of Intent was the “same transaction” that had been noticed in March 2021 and that the STB’s May 6, 2021 approval for CPRL’s proposed use of a voting trust to acquire KCS applies to the voting trust proposed for use with the transaction agreed to on September 15.

Under the merger agreement, CPRL and KCS must use reasonable best efforts to prosecute all filings and other presentations made, and promptly make any subsequent filings or presentations, with the STB with diligence, diligently oppose any third party’s objections to, appeals from or petitions to reconsider or reopen any approval, opinion, exemption or other authorization obtained from the STB, and take all such further action as in the reasonable judgment of CPRL and KCS may facilitate obtaining STB final approval.

CFIUS

The transactions contemplated by the merger agreement are subject to review by the Committee on Foreign Investment in the United States (which we refer to as “CFIUS”) pursuant to Section 721 of the Defense Production Act of 1950, as amended, and the regulations promulgated thereunder (which we refer to as “Section 721”). Under the terms of the merger agreement, CPRL may not assume control over KCS’s railroad operations until: (a) CFIUS has determined that there are no unresolved national security concerns with respect to the transactions contemplated by the merger agreement, and the parties have received written notice from CFIUS that action under Section 721 has been concluded; (b) the parties have received written notice from CFIUS that the transactions contemplated by the merger agreement are not “covered transactions” pursuant to Section 721; or (c) CFIUS has sent a report to the President of the U.S. requesting the decision of the President of the U.S. with respect to the transactions contemplated by the merger agreement and (i) the period under Section 721 during which the President of the U.S. may announce his decision to take action to suspend, prohibit or place any limitations on the transactions contemplated by the merger agreement has expired without any such action being threatened, announced or taken or (ii) the President of the U.S. has announced a decision not to, or otherwise declined to, take any action to suspend or prohibit the transactions contemplated by the merger agreement (which we collectively refer to as “completion of the CFIUS Process”).

The merger agreement provides for CPRL and KCS to cooperate regarding the preparation and filing with CFIUS of a declaration and/or a joint voluntary notification in connection with the transactions contemplated by the merger agreement. Please refer to the section entitled “The KCS Merger Proposal—Regulatory Approvals Required for the Transaction,” on page 109 for additional detail regarding CFIUS.

COFECE and the IFT

Pursuant to the Mexican Federal Economic Competition Law and the Federal Telecommunications and Broadcasting Law, consummation of the transactions contemplated by the merger agreement requires the approval of the Comisión Federal de Competencia Económica (the Mexican Antitrust Commission) (which we refer to as “COFECE”) and the Instituto Federal de Telecomunicaciones (the Mexican Federal Telecommunications Institute) (which we refer to as the “IFT,” and, together with COFECE, the “Mexican antitrust authorities”), autonomous constitutional entities responsible for enforcing the Federal Economic Competition Law in the sectors of their respective jurisdiction, including reviewing and authorizing concentrations, when applicable. Such notifications may be submitted in parallel, and the procedures follow the same rules and legal time frame.

The merger agreement provides that KCS, CPRL, first merger sub and surviving merger sub were obligated to promptly, but in any event no later than 30 business days after the date of the merger agreement, file any and all notifications and report forms to the Mexican antitrust authorities, in each case as required under applicable law with respect to the transactions contemplated by the merger agreement, and take all other actions necessary to cause the expiration or termination of the process under applicable law as soon as practicable after the date of the merger agreement (i.e., September 15, 2021).

Notifications of the transaction were submitted to the Mexican antitrust authorities on [—], 2021. The Mexican antitrust authorities will each have 60 business days to review the transaction and issue a resolution (as such period is calculated and may be extended under Mexican law, as described in the Section entitled “The KCS Merger Proposal—Regulatory Approvals Required for the Transaction,” on page 109). If the Mexican antitrust authorities do not issue a resolution within the relevant review period (including any extension, if applicable), the transaction will be deemed approved. Failure to obtain clearance from the Mexican antitrust authorities precludes the parties from closing the transaction in Mexico.

ARTF and SCT

KCS and CPRL (through KCSM) have filed notices with the Mexican Agencia Reguladora del Transporte Ferroviario (the Regulatory Agency of Rail Transportation of Mexico) (which we refer to as “ARTF”) and the Secretaría de Comunicaciones y Transportes (the Secretary of Communications and Transportation of Mexico) (which we refer to as “SCT”), which are responsible for regulating railroad services in Mexico, prior to the effective time. The notice process is for informational purposes only, and no approval is required from either ARTF or SCT to consummate the transaction.

Mexican Rail Union

KCS has provided an informal notification to the Mexican rail union; no approval on the part of the Mexican rail union is required in order to consummate the transaction.

FCC

KCS is subject to regulation by the Federal Communications Commission (which we refer to as the “FCC”) under the Communications Act of 1934, as amended. FCC approval of the transfer of KCS’s FCC licenses will be required. Failure to receive FCC approval prior to transferring control of the FCC licenses could result in civil fines, revocation of the subject licenses, and/or other remedial actions by the FCC. Initial approval from the FCC is expected before closing into the voting trust.

In October 2021, CPRL and KCS anticipate filing all required applications for FCC consent to the transfer of control of the subject FCC licenses from KCS to the voting trust. While CPRL and KCS believe that FCC approval will ultimately be obtained, this approval is not assured.

Additionally, if the transaction is consummated, then the FCC will also preside over a similar post-closing approval process. CPRL and KCS anticipate, but cannot guarantee, that the FCC will ultimately approve this post-closing transfer of control of the FCC licenses. CPRL and KCS are not aware of any cases where FCC approval did not follow STB approval.

For a more detailed discussion of the regulatory approvals required for the transaction, see the section entitled “The KCS Merger Proposal—Regulatory Approvals Required for the Transaction,” on page 109.

Treatment of KCS Equity Awards (page 140)

KCS Stock Options

Each option to purchase shares of KCS common stock (which we refer to as a “KCS stock option”), whether vested or unvested, that is outstanding as of immediately prior to the effective time will, at the effective time, become fully vested and be converted into the right to receive an amount of cash equal to (i) the excess, if any of (A) the value of the merger consideration over (B) the per share exercise price of such option multiplied by (ii) the total number of shares of KCS common stock subject to such option as of immediately prior to the effective time, less applicable tax withholding.

KCS Restricted Share Awards

Each award of shares of KCS common stock granted subject to any vesting, forfeiture or other lapse restrictions (which we refer to as a “KCS restricted share award”) that is outstanding as of immediately prior to the effective time and was granted prior to March 21, 2021, will, at the effective time, become fully vested and be converted into the right to receive (i) the merger consideration in respect of each share of KCS common stock subject to such KCS restricted share award as of immediately prior to the effective time and (ii) the accrued but unpaid cash dividends corresponding to each share of KCS common stock subject to such KCS restricted share award, less applicable tax withholding.

Each KCS restricted share award that is outstanding as of immediately prior to the effective time and was granted on or after March 21, 2021, will, at the effective time, be converted into an award that entitles the holder thereof, upon vesting, to receive (i) an amount in cash equal to the value of the merger consideration in respect of each share of KCS common stock subject to such KCS restricted share award and (ii) the accrued but unpaid cash dividends corresponding to each share of KCS common stock subject to such KCS restricted share award. Each such cash-based award will have the same terms and conditions (including vesting terms and conditions) as applied to the corresponding KCS restricted share award, except that such award will vest in full upon a qualifying termination.

KCS Performance Share Awards

Each award of performance shares that corresponds to shares of KCS common stock (which we refer to as a “KCS performance share award”) that is outstanding as of immediately prior to the effective time will, at the effective time, be converted into an award that entitles the holder thereof, upon vesting, to receive an amount in cash equal to the value of the merger consideration multiplied by 200% of the target number of shares of KCS common stock covered by the KCS performance share award as of immediately prior to the effective time. Each such cash-based award will have the same terms and conditions (including vesting terms and conditions) as applied to the corresponding KCS performance share award, except that performance-based vesting conditions will no longer apply and the award will vest in full upon a qualifying termination.

KCS Director Deferred Stock

Each share of director deferred stock of KCS that is outstanding as of immediately prior to the effective time, will, at the effective time, be converted into the right to receive the merger consideration, less applicable tax withholding.

Appraisal or Dissenters’ Rights (page 113)

If the transaction is completed, KCS stockholders who do not vote in favor of the adoption of the merger agreement and who otherwise comply with the applicable provisions of Section 262 of the DGCL will be entitled

to exercise appraisal rights thereunder and obtain payment in cash for the fair value of their shares of KCS, subject to certain limitations under the DGCL. Any shares of KCS voting stock that are held by a KCS stockholder on the date of making an appraisal demand, who continues to own such shares through the effective time, who has not voted in favor of the adoption of the merger agreement and who has properly demanded appraisal for such shares in accordance with the DGCL will not be converted into the right to receive the merger consideration or preferred merger consideration, as applicable, and a KCS stockholder who holds such shares will have the right to obtain payment in cash for the fair value of their shares of KCS in lieu of the merger consideration or preferred merger consideration, as applicable, unless such KCS stockholder fails to perfect, effectively withdraws, waives or otherwise loses such stockholder’s appraisal rights under the DGCL. If, after the effective time, such holder of KCS voting stock fails to perfect, effectively withdraws, waives or otherwise loses his, her or its appraisal rights, each such share will be treated as if it had been converted as of the effective time into a right to receive the merger consideration or preferred merger consideration, as applicable, without any interest thereon. Due to the complexity of the procedures for exercising your appraisal rights, KCS stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to strictly comply with these provisions will result in the loss of appraisal rights. See the section entitled “The KCS Merger Proposal—Appraisal or Dissenters’ Rights,” on page 113, for additional information and the text of Section 262 of the DGCL, which is included as Annex D to this proxy statement/prospectus, which you are encouraged to read carefully and in their entirety.

Conditions to the Transaction (page 140)

Mutual Conditions to Completion

The respective obligations of each party to effect the transaction are subject to the satisfaction or waiver at or prior to the closing of the transaction of each the following conditions:

Conditions to the Obligations of KCS

The obligation of KCS to effect the transaction is also subject to the satisfaction or waiver by KCS, at or prior to the closing of the transaction, of the following conditions:

Conditions to the Obligations of CPRL and the Merger Subs

The obligations of CPRL and the merger subs to effect the transaction are also subject to the satisfaction or waiver by CPRL, at or prior to the closing of the transaction, of the following conditions:

No Solicitation (page 150)

The merger agreement generally restricts the ability of CPRL, KCS and their respective subsidiaries, directors and officers to: (i) solicit, initiate or knowingly encourage or knowingly facilitate any inquiry regarding, or the making or submission of any proposal, offer or indication of intent that constitutes, or would reasonably be expected to lead to, or result in, an alternative proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations with any person regarding an alternative proposal or any inquiry, proposal or offer that would reasonably be expected to lead to, or result in, an alternative proposal (except to notify such person

that the provisions of the merger agreement prohibit any such discussions or negotiations), (iii) furnish any nonpublic information relating to such party or its subsidiaries in connection with or for the purpose of facilitating an alternative proposal or any inquiry, proposal, offer or indication of intent that would reasonably be expected to lead to, or result in, an alternative proposal, (iv) recommend or enter into any other letter of intent, memorandum of understanding, agreement in principle, option agreement, acquisition agreement, merger agreement, joint venture agreement, partnership agreement or other similar agreement with respect to an alternative proposal, or (v) approve, authorize or agree to do any of the actions outlined in clauses (i)-(iv) above or otherwise knowingly facilitate any effort or attempt to make an alternative proposal.

However, prior to the time, but not after, in the case of KCS, the KCS stockholder approval is obtained or, in the case of CPRL, the CPRL shareholder approval is obtained, if such party receives a superior proposal or the relevant party’s board of directors has determined in good faith after consultation with its outside legal and financial advisors that such proposal could reasonably be expected to lead to a superior proposal, such party may take various actions, including providing information in response to a request therefor (including non-public information) to the third party who made such alternative proposal (including its officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives, which we collectively refer to as “representatives,” and prospective equity and debt financing sources) (subject to the terms and conditions of the merger agreement) and engaging or participating in discussions or negotiations with any such third party (including its representatives) regarding such alternative proposal.

CPRL and KCS are each required to promptly give notice to the other party if it or any of its representatives receives (i) any inquiries, proposals or offers with respect to an alternative proposal or (ii) any request for information that, to the knowledge of such party, has been or is reasonably likely to have been made in connection with any alternative proposal. CPRL or KCS, as applicable, will be required to thereafter keep the other party reasonably informed, on a reasonably current basis, of any material developments regarding any alternative proposal or any material change to the terms of any such alternative proposal and any material change to the status of any such discussions or negotiations with respect thereto.

For more detailed information, see the section entitled “The Merger Agreement—No Solicitation,” on page 150.

Financing (page 154)

CPRL has agreed to use its reasonable best efforts, and will cause each of its subsidiaries to use its reasonable best efforts to obtain funds sufficient, together with cash and other sources of funds immediately available to CPRL on the closing date, for the satisfaction of CPRL’s and its affiliates’ obligations under the merger agreement and the debt commitment letters delivered at signing of the merger agreement, including the commitment letter (the “debt commitment letters”), including payment of the cash consideration and preferred merger consideration and any fees and expenses of or payable by CPRL, the merger subs, or CPRL’s affiliates, and for any repayment or refinancing of any outstanding indebtedness of KCS and/or its subsidiaries contemplated by, or required in connection with the transaction (the “financing amounts”), including using reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the financing contemplated by the debt commitment letters. Other than the commitment letter in respect of the bridge facility, all debt commitment letters have been terminated.

In the event any portion of the debt financing contemplated by the debt commitment letters becomes unavailable regardless of the reason therefor, (A) CPRL will promptly notify KCS in writing of such unavailability and the reason therefor and (B) CPRL will use its reasonable best efforts, and will cause each of its subsidiaries to use their reasonable best efforts, to obtain as promptly as practicable following the occurrence of such event, alternative debt financing for any such portion from alternative sources (the “alternative financing”) in an amount sufficient, when taken together with cash and the other sources of immediately available funds to CPRL at the closing to pay the financing amounts and that do not include any conditions to the consummation of such

alternative financing that are more onerous than the conditions set forth in the debt commitment letters. To the extent requested in writing by KCS from time to time, CPRL will keep KCS informed on a reasonably current basis of the status of its efforts to arrange and consummate the debt financing. CPRL will promptly notify KCS in writing if there exists any actual or threatened material breach, default, repudiation, cancellation or termination by any party to the debt commitment letters or any definitive agreement and a copy of any written notice or other written communication from any financing party with respect to any actual material breach, default, repudiation, cancellation or termination by any party to the debt commitment letters or any definitive agreement or any provision thereof.

KCS has agreed to use its reasonable best efforts, and will cause each of its subsidiaries to use its reasonable best efforts, and each of them will use their reasonable best efforts to cause their respective representatives to use their reasonable best efforts, to provide customary cooperation, to the extent reasonably requested by CPRL in writing, in connection with the offering, arrangement, syndication, consummation, issuance or sale of any debt financing or alternative financing (provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of KCS and its affiliates and is otherwise subject to certain specified limitations).

For more detailed information, see the section entitled “The Merger Agreement—Financing,” on page 154.

Termination or Abandonment of the Merger Agreement (page 163)

Subject to conditions and circumstances described in the merger agreement, the merger agreement may be terminated and abandoned at any time prior to the effective time whether before or after any approval by the KCS stockholders or CPRL shareholders of the matters presented in connection with the transaction:

For a more detailed explanation of the termination provisions of the merger agreement, as well as a discussion of the effect of termination and potential termination payments, see the section entitled “The Merger Agreement—Termination or Abandonment of the Merger Agreement,” on page 163.

Your Rights as a CPRL Shareholder Will Be Different from Your Rights as a KCS Stockholder (page 194)

At the effective time, each eligible share of KCS common stock will be converted into the right to receive the merger consideration, consisting of (1) 2.884 CPRL common shares and (2) $90.00 in cash, without interest. As a result, holders of KCS common stock will have different rights once they become CPRL shareholders due to differences between the organizational documents of CPRL and KCS and differences between Delaware law, where KCS is incorporated, and the laws of Canada, where CPRL is incorporated. For a summary of the material differences between the rights of CPRL shareholders and the existing rights of holders of KCS common stock, see the section entitled “Comparison of Rights of CPRL Shareholders and KCS Stockholders,” on page 194.

Interests of KCS’s Directors and Executive Officers in the Transaction (page 101)

In considering the recommendation of the KCS board to adopt the merger agreement, KCS stockholders should be aware that KCS’s directors and executive officers have interests in the transaction that may be different from, or in addition to, the interests of KCS stockholders generally, including potential severance benefits, treatment of outstanding KCS equity awards in connection with the transaction, potential transaction bonuses, tax gross-ups with respect to taxes imposed under Section 4999 of the Code, and rights to ongoing indemnification and insurance coverage. The KCS board was aware of these interests and considered them, among other matters, in evaluating and negotiating the merger agreement, in reaching its decision to approve and declare advisable the merger agreement and the transactions contemplated by the merger agreement, and in recommending to KCS stockholders that the merger agreement be approved.

These interests are discussed in more detail in the section entitled “The KCS Merger Proposal—Interests of KCS’s Directors and Executive Officers in the Transaction,” on page 101. The KCS board was aware of the different or additional interests described herein and considered these interests along with other matters in approving and adopting the merger agreement.