CN Completes Tender Offer and Consent Solicitation for 4.25 Per Cent Notes

On July 27, 2009, CNLX Canada Inc., a wholly owned subsidiary of Canadian National Railway Company (CN), purchased approximately $250 million principal amount, or 82 per cent, of CN's outstanding 4.25 per cent notes due 2009 pursuant to a tender offer that was launched on June 26, 2009. The tender offer also included a consent solicitation relating to the extension of the term of the debentures purchased pursuant to the tender offer. Citigroup Global Markets Inc. acted as dealer manager and solicitation agent for the tender offer.

CN's team was led by executive vice president corporate services and chief legal officer, Sean Finn, by deputy corporate secretary and general counsel, Cristina Circelli, and by counsel, Mathieu Lamothe, and was represented in Canada by Stikeman Elliott LLP with a team that included Jean Marc Huot, Benoît C. Dubord (securities) and Marie-Andrée Beaudry and Franco Gadoury (tax); and in the United States by Davis Polk & Wardwell LLP with a team that included Alan Dean and Arthur Einav.

Shearman & Sterling LLP represented Citigroup with a team including Christopher Cummings, Jonathan Handyside, Sonja Sun and Laurence Crouch (tax).