Well, good morning or good afternoon, depending on where you're joining us from. It's Cherilyn Radbourne with TD Securities here. Today, we're very pleased to be hosting CN to discuss the regulatory framework and M&A timeline for the proposal to acquire Kansas City Southern. Joining me on the line, I want to welcome JJ. Ruest, the company's President and Chief Executive Officer, Sean Finn, Executive Vice President of Corporate Services and Chief Legal Officer, and Paul Butcher, Vice President of Investor Relations. Before I turn the floor over to CN for some prepared remarks, I just want to mention that if you do want to participate in the Q&A to follow, you can do that by typing a question into the web portal, or you can send me an email directly, and I'll do my best to read those into the discussion.
With that, JJ., Sean, and Paul, thank you very much for being with us, and I'll turn things over to you.
All right. Thanks, Cherilyn. This is Paul Butcher. Thank you all for joining us today. Before we begin, I'd like to draw your attention to the forward-looking statements and additional legal information which are available at the beginning of the presentation. As a reminder, today's conference call contains certain projections and other forward-looking statements within the meaning of the U.S. and Canadian securities law. These statements are subject to risk and uncertainty that may cause actual results to differ materially from those expressed or implied in these statements and are more fully described in our cautionary statements regarding forward-looking statements in our presentation. For more information about CN's superior proposal to combine with KCS, please visit www.connectedcontinents.com. I will now turn it over to JJ., our President and CEO.
Thank you, Paul. Thank you for all of you for joining us today. Very much appreciate you giving us some of your time. It's been two short weeks since we announced our superior proposal to combine with the Kansas City Southern. In that time, we received overwhelming support for our proposal, including over 700 support letters and still counting from our customers, employees, investors, communities, port operators, and other stakeholders. We are well on the way with KCS in our confirmatory diligence and believe we are on track toward a successful combination. We look forward to continuing to engage with KCS to advance toward executing a merger agreement in the coming weeks. Today, we will provide additional clarity around the proposed structure of our transaction and the regulatory review process through which we are confident it will be approved.
There are four key message I'd like you to leave with today. First, our combination with KCS proposed to use a plain vanilla voting trust structure. This is identical to the one that CP proposed, and we are using the same trustee, David Starling. Second, up and closing into the voting trust, which we are targeting to do so in the second half of 2021, KCS shareholders will receive their full consideration of CAD 200 cash and 1.059 CN shares per KCS shares, any regulatory risk that may exist end at this point for the KCS shareholders. Third, we have voluntarily committed to meeting the rigorous enhanced competition standard under the STB current rule. This will allow us to publicly demonstrate why CN and KCS is a better outcome for customers and is a proactive outcome for the North American economy.
Fourth, the CN KCS combined network will benefit shippers by providing more choices at lower costs with better services. Less than 1% of the CN network overlap with KCS, and we are committed to working with the STB to address that minimum overlap. We are also very committed to implementing appropriate arrangement to address any potential concern the STB may identify in its ultimate transaction review, which will only begin after the transaction close into the voting trust and the KCS shareholders have received their full consideration. I will now turn it to Sean, who will cover each of these topic in more detail, starting with the STB review process. Sean?
Thank you, JJ., and thank you, Cherilyn, for providing us the opportunity to clarify the STB approval process for this very exciting CN KCS combination. Before I start, I think we have done this before. I have done this before at CN. We've done at least five STB applications, including one major application in the case of the CN IC merger. We've done the CN WC merger application, the EJ&E, Great Lakes Transportation, and more recently, the Massena. In all cases, just to reassure people, we approach this in a very organized and structured fashion.
We make sure that at all stages of the process, be it in this case, for example, a two-step stage, the voting trust, like we did in IC, and then ultimately the approval in step 2 is dealt with in a very purposeful way, and we're very open as we go through this process to engage with the staff, the commissioners of the STB, all the stakeholders up and down the lines that we operate in as this acquisition proceeds forward. Under JJ.'s leadership, obviously, we have the same commitment going forward on this transaction. This afternoon, I want to try and simplify this process.
I think a lot has been written, a lot has been said, a lot of various opinions have been issued. Ultimately, this is a pretty simple process if you take the time to focus and understand that it's done in two steps. If there's one important takeaway from today, it's that there are two separate and distinct STB approvals at issue here. The other bidder would like you to believe that they are linked. They are not. The first approval is for a voting trust. The second approval is for the proposed merger transaction per se. In one case, it happens within the next couple of weeks, not to say the next month. In the second step, it happens 18 to 24 months from now. Let's talk about step one.
The approval of the voting trust, whether under the so-called old rules or current rules, the STB must approve the creation of a voting trust. It's automatic, you must get STB approval to proceed. They will do that early on in the process and before the STB does their complete and fulsome review of the transaction as a whole. Two separate and distinct processes. Obviously, the approval standards are different depending on what stage you're at. I'll start on the first step, the voting trust, which we expect to be up and running by 2021 in time to close the transaction and pay out the KCS shareholders. Now, for the STB to decide on whether or not an applicant is entitled to use a voting trust in a Class I merger, there are two tests.
The first test is to ensure the voting trust creates no risk of premature control. In this case, independent trustee. The rules provided for under the trust itself provide that CN will not in any way control KCS. The answer to the first question will be based on precedent and how this trust is set up. The answer is no, CN will have no premature control. The second test in the context of approving the voting trust, the question is the following: does the voting trust create a public interest harm? That's where the confusion arrives, the word public interest. The public interest at the voting trust level is different than the public interest at the second step. I'll come back to that in a second. The question is, does the voting trust create a public interest harm by damaging a financial integrity of the railroads?
We have to focus on the damages to the financial integrity. The question is, if the trust is to be unwind, would it put one of the two railways in a financial hardship? Obviously, to the extent that in this case, CN would not be in financial hardship if the voting trust was unwind two years from now. Secondly, there is, on this test, already evidence that there are other parties interested in buying the KCS, including private equity. Nothing at this stage is about prejudging the merits of the transaction, i.e., the competitive issues. That gets addressed in step 2, and step 2 is referred to as the acquiring control of the KCS, and that's done 18 or 24 months down the road after the STB has done a full review.
Ultimately, under the current rules, referred to now sometimes as the new rules, it requires that CN demonstrate that the CN KCS merger is in the public interest. That public interest at that moment in time, 18-24 months from now, is different than the one that's looked at during the voting trust process. The question is on balances of the potential benefits or merger against the potential harm. The STB must balance the benefits versus the harms. The benefits will include improved customer options, which is clearly the case in our proposal, enhanced competition, as well as environmental issues. At that time, the STB will balance the benefits versus the harms. The harms may include reductions in competition that are not mitigated.
Demonstrated competitive concerns can be mitigated in multiple ways, as we've often said, leaving the gateways open, haulage agreements, trackage rights, and ultimately divestiture. These are two separate and distinct processes, two separate steps, and the STB's public interest test at the voting trust, which will take place in the next, hopefully three to four weeks, is different than the one at the ultimate control. The STB standard for approval of the voting trust is separate from its ultimate merger review, like I said before. It's important to understand the Kansas City Southern shareholders will receive their consideration once step one is completed and approved by the STB.
The shareholder vote takes place at KCS. Sometime by the end of this year, 2021, we would fund the voting trust with shares and cash. They would then buy out the KCS shareholders. Thus, there would be no regulatory risk left in the hands of the KCS shareholders going forward. Excuse me. The next slide, if I may. Next slide gives you effectively, a view of the voting trust itself and its process. Voting trust, obviously has been used. Ours is identical to the CP voting trust. It requires the STB to approve it before you can set it up.
Secondly, it must be independent, i.e., we will not have control over it, and the trustee, as JJ referred to, is Dave Starling, and its job in life is to acquire the KCS shares from the KCS shareholders when we're ready to close the transaction after shareholder approval. Obviously, the consideration will be paid into by CN at that time, and I remind you, there is no shareholder approval required by CN with respect to this bid. The target for what we call closing this transaction, as I said before, is the second part of 2021. Now, if you compare the process to step 2, upon receiving control approval from the STB, again, 18 to 24 months from now, we would then take the shares of KCS out of the voting trust. They would be delivered to CN.
We can fully integrate the two railways together, combine them, realize the synergies, and the target date for that would be the second half of 2022. Let me go to the next slide. I apologize. What are the implications of using a voting trust structure? When it comes to governance, the structure separates KCS from CN's control until the final STB authorization. The existing management of KCS and their board continue to steward KCS while in trust. David Starling, the former President and Chief Executive Officer of KCS, will serve an independent trustee who holds the stock of KCS during the period between the voting trust being approved, set up and closed, and the ultimate approval by the STB. Finally, financial contribution.
CN will receive dividends from the trust coming out of KCS. Secondly, KCS will retain excess cash flow in its ongoing cash flow management when it comes to KCS. That is the governance structure and the financial implications during the voting trust. With respect to the acquiring of control, CN acquires full control of KCS upon the approval by the STB at the end of 2022. The operation will continue, obviously in the U.S. and Mexico, under the Kansas City Southern name and brand. We've committed to that from our proposal, from our bid. Kansas City's headquarters will be combined with CN's U.S. headquarters in Kansas City.
We will keep our facilities open in Illinois and elsewhere, but the U.S. headquarters of CN and KCS's U.S. operations will be in Kansas City, and four members of the KCS board will join the CN board at the time of the full approval by the STB. What is the impact of this financially? Obviously, the results of KCS will be consolidated into CN. Obviously, we integrate this and realize the synergies going forward. Finally, as we said before, expected to be highly accretive on a CN adjusted diluted EPS basis. Until the STB approves the process and based on the public interest test, CN will not have control of KCS.
The concerns about competitive issues are not well-based because the KCS board and management will continue to compete with respect to the work business it has and realize that these two railways compete today, and they will continue to compete during the voting trust process. One comment about quite a bit of debate appeared in the various media and various places about CN's view about the current rules. I'll go to the next page if I could, slide eight. Just want to make a few comments to clarify CN's position as it relates to STB's ultimate approval process. We have asked the STB to evaluate a KCS merger under the more robust standards referred to as the current merger rules. Regardless of the acquirer, doesn't matter who buys it, we believe the current merger rules are the only appropriate framework for the STB to review a KCS transaction.
The rules of 20 years ago are no longer the rules of today when it comes to KCS as it is today. We've been saying that from day one. It's not just us saying that. We've received over 700 support letters from customers and stakeholders whom expressly support and believe that this transaction should be reviewed by the STB under what is referred to as the current rules. Why are we doing this? Why would we accept to apply the current rules? It's all about doing the right thing. It's part of our culture at CN. We try and do the right thing for customers, for employees, for the environment, and for communities. This is no different. CN is of the view the right thing for this transaction is to be reviewed under the current rules.
The rules were implemented in 2001, as you recall, coming off the CN BNSF merger, and the STB rules came out. Obviously, it's important to realize that the rules are there to ensure and demonstrate that a proposed transaction serves the public interest, not the voting trust public interest, the proposed transaction. That is very different than what it is when it comes to the voting trust. To do so, we'll be required to have the transaction ultimately approved to put in place a service plan that must include a full analysis and operating plan, but also show how integrating the Canadian network or the Mexican network will not impact the U.S. We'll take steps to ensure adequate service and provide for improved service, which is the goal.
We must also assess the effects on shippers connecting railways and ports, and the service benchmarks and contingency plans to mitigate any unanticipated service disruptions. That is the purpose behind the new rules. Finally, there is no difference between old rules and new rules when it comes to the ultimate decision by the STB. Why do we do this? Because we're fully confident that our proposed transaction meets the current, appropriate, more stringent standard, and we firmly believe that customers who ship freight on our railroad should have a say in the process. Let's talk about the other bidder's position. As it stands today, the other bidder has elected not to have to meet the same higher standard that we are. As you have no doubt seen, CP sought and was granted a waiver to avoid scrutiny under the current merger rules, despite the objections of multiple stakeholders.
When CP filed a press release last weekend to publicize its objection to our deal being assessed under the so-called old rules, it neglected to note that we have already agreed and volunteered that our transaction ought to be reviewed under the current, more stringent rules following the establishment of the voting trust. CP's confusion is deliberate. They appear to want to conflate the voting trust issue with the standard of review for us to ultimately obtain control of KCS because they know they can't compete with us on the value of our offering to KCS shareholders, customers, and other stakeholders. On that note, back to you, JJ.
Thank you. Sean, we go on page nine, please. On page nine, we've shown a few of the many ways that CN/KCS combination would enhance competition. CN/KCS maximize routing choice, provide pricing competition for customers, including those currently using long-haul trucking by introducing new access points and interchange options. It will introduce a new express route, a fantastic express route that will connect the U.S., Mexico, and Canada from end-to-end, single owner, single operator, one-stop shop customer service. Our combination will give KCS access to 22 Class I gateways, five new ocean ports, 10 river barge terminals, all of which will enhance KCS customer supply chain.
For example, a customer in Kansas City that relies on overseas goods will be able to route its import via the Port of Montreal or the Port of New Orleans or the Port of Rupert, opening up all three coasts to the Kansas City BEA. A farmer in Gilman, Illinois, will be able to seamlessly access the multimodal river barge option of St. Louis or ship by rail into the entire Mexican grain market with single-line service. Underpinning this enhanced competition, CN is also committing to make infrastructure investment of approximately $250 million in key communities across the new network, meaning more economic opportunity and more jobs up and down the new railroad. We are committed to preserving access to all existing gateways. Let me repeat that. We are committed to preserving access to all existing gateways to enhance route choice and to increase rail traffic.
This commitment to provide bottleneck protection and keeping the gateway open will empower customers to choose the best route for their need, ensuring robust pricing competition, establishing a new standard for low carbon freight transportation that is safer, faster, and cleaner. That is a pro-competitive combination. If you go on page 10. Page 10, we show the CN/KCS combined network. It is a highly complementary network that will increase multimodal competition. A CN/KCS combination is an end-to-end transaction. It's an end-to-end transaction with less than 1% of the network overlapping with CN. We are committed to implementing arrangement with customers and the STB to address any demonstrated competitive concern that may arise. As a result, we firmly believe there is no insoluble regulatory concern, especially under the new rule. Sean.
Yeah. Can I have the next slide, please? I think it's important to spend a moment and talk about the competitive issues or landscape with respect to the CN/KCS combination. Our competitor has suggested that our proposed combination with KCS somehow raises extensive and complex regulatory concerns. This map debunks that assertion. There are no insoluble regulatory problems. It is clearly not the case. You just take a moment and look at this map closely. CN/KCS' north-south route are 100 miles apart, as you can see the red versus the blue, and will compete with multiple other rail lines, plus trucking and barge routes on the Mississippi River. CSX has a route option from Mobile to Chicago through Nashville. NS has a route option from New Orleans and Mobile to Chicago through Lexington. Union Pacific has a route option from Houston to Chicago through St. Louis.
BNSF has a route option from Houston to Chicago through St. Louis. Not to mention, the Mississippi River, like I said, has barge traffic and truck along the I-35 and I-55 will remain significant competitive north-south options for customers. Customers will have several choices and no choices will be removed. To the contrary, they'll have more choices. Suggest that the CN/KCS combination will somehow diminish north-south rail competition when every other Class I rail would still have a north-south option, seems to us to be quite an overstatement. In terms of next steps, the next slide, please. We are focused on completing our due diligence and ultimately signing a merger agreement with KCS. That has been going very well. We've had meetings. We've had very positive and constructive dialogue with our colleagues and friends at KCS.
As JJ noted, we've been making great progress with the KCS team and looking forward to their continued engagement over the coming weeks. In terms of closing the voting trust after approval with STB in the coming weeks, there are effectively three approvals that we'll be seeking. The first will be the STB will need to approve the voting trust, like I said, and we're targeting late May or June for that. Secondly, a majority of KCS shareholders will need to approve the transaction. We're targeting July for that. Thirdly, the Mexican Competition Bureau and telecommunications regulators will need to approve the combination. We are not currently expecting them to raise substantive concerns with the combination. We are aiming to get those approvals by second half of 2021.
Finally, importantly, our proposed transaction will not require CN shareholder approval, contrary to CP's proposal, nor would it require approvals by the Canadian regulators. With all the approvals in hand, we are targeting a step one closing in voting trust in the second half of 2021. A full STB approval of the overall transactions by the end of 2022. JJ.
Thank you, Sean. I started today's session with four key message, I wanted to conclude just with one. At CN, we are committed to working with our customers, working with the STB, and working with all stakeholders to create the premier railway of the 21st centuries, enabling the North American economy and enabling the full vision and ambition of the USMCA. With that, Cherilyn Radbourne, we will now throw it back to your questions.
Great. Well, that was a very comprehensive presentation. We started to get lots of Q&A through the webcast portal. Maybe just to get us started here, could you address whether CN needs to have a definitive merger agreement with KCS before the STB can consider its voting trust application, and/or do you think you need clarity on the voting trust before you can come to a definitive merger agreement?
Thank you. Sean will address most of the question today. Sean, you have.
Sure. Thank you, Cherilyn. Very good question. We have already submitted a voting trust application to STB. We do not need a definitive merger agreement to get the STB to review and approve the voting trust. We've also submitted a draft merger agreement to KCS on the day we announced the bid. Finally, with respect to signing a voting trust, we do not have to wait to get the voting trust approval to sign a merger agreement the same way that the other bidders signed a merger agreement with KCS prior to filing its voting trust. You do not require to have a signed merger agreement to proceed with the voting trust, and we don't have to wait for either to sign a merger agreement.
We've had a number of questions come in with regards to the voting trust. I'm going to try and summarize some of these. The gist of many of them is, CN is asking for the voting trust to be reviewed by the STB on the same criteria and timeline as the CP trust. Isn't the easiest way to achieve that outcome to file for the KCS waiver?
Cherilyn , y es, but like we said from the outset, we took the position that the right thing to do in this transaction was not to apply to the STB for an approval of the CN KCS combination under the so-called old rules. We deeply felt that shippers, customers, stakeholders, and that was evidenced by the opposition filed against that waiver, as well as the support we have from over 700 customers and stakeholders. We felt it was the right thing to do, and we're confident that the voting trust will be approved under the standards set out earlier this afternoon, this morning to you. Ultimately, we are confident that with our experience working with the STB, our experts working very proactively with customers and stakeholders in STB applications, that we can get this transaction approved by the STB, ultimately through the full control process, submission or review.
There are a lot of questions that have come in about the timing of the relative approval of a CP voting trust versus a CN voting trust. Can you speak to your confidence that the STB will accept your request to review these two structurally identical voting trusts based on the same criteria and under the same timeline?
Yeah. Cherilyn, thank you very much. The two trusts are identical, the same trustee. We filed our petition a week ago Monday. In our petition, we set out the standards that must be applied to approve a voting trust. We are awaiting the STB to issue a process schedule. We have made the point to the STB that ultimately these two voting trusts should be decided on the same criteria, under the same process, and at the same time, thus allowing to take out any uncertainty. More importantly, allowing the board of KCS and the KCS shareholders to assess both bids purely on their value and the benefits to the KCS shareholders and the KCS as a company.
We are confident that the STB, when faced with these two voting trusts in this same transaction, will come to that conclusion, and that has been our position. There's no difference being the current rules or the old rules. The standards that are being put forward to approve these are very clear, and we're confident that we meet both standards of not controlling the KCS, nor having any concern about the financial viability of CN or KCS if it were to unwind. The attempt to try and conflate and confuse people by bringing into the voting trust application the issues of competition is simply noise.
It's unfortunate that we're complicating things in that way, but we're very confident that the STB has a long history of dealing with the applicants fairly and in a open and transparent fashion, and we're convinced that they will do so in this case and will come to the view that it is in the public interest to approve both voting trusts at the same time, under the same standards, and under the same process.
Okay. Maybe just a question on the dissolution of the voting trust, if that became necessary. How long would the parties have to do that, and would the STB provide additional flexibility in the event of a change in the economic environment?
Yeah. In the unlikely event that the STB would come to the view that it would not be possible to approve a CN KCS combination. I repeat, unlikely event in our view, based on our willingness to enter this transaction and not to keep the gateway open, address any competitive issues, make sure that there are any concerns when it comes to KCS customers or shippers that are losing access to the two railways, for example. The only point we see is that small portion between New Orleans or Louisiana and Baton Rouge, New Orleans and Baton Rouge. In that event, normally the parties would have two years after that decision by the STB to divest of the asset.
Obviously we are confident that at that time, depending on market conditions, but as it stands today, there is interest in the KCS, both by a strategic acquirer, but also by private equity. We remain very confident that we're not going to get to that point, but if it were to be the case, the STB, and we work with the STB at that point to make sure that the asset is divested of in a way that did not in any way impact the financial viability of KCS, nor of CN, obviously. That's partly why you'll appreciate that there will be cash retained in KCS during the voting trust period. We're not going to obviously have, besides dividends, the cash will remain there to ensure that it has the wherewithal to face that divestiture if it's required.
Again, that is a very unlikely scenario in our view, and we remain confident that we can get this transaction approved by the STB and complete the combination of the two railways together in a very efficient and beneficial way for our customers and for stakeholders and the communities up and down both networks.
There have been a number of questions that have come in and to just summarize, I think some of them are asking, in the event that the STB were to reject your voting trust, is there any way to agree to sort of a regular way merger transaction in the context of Class Is or effectively is a voting trust necessary to any Class I combination?
I think the way I look at this more is from the KCS shareholders perspective. Class I mergers take quite a bit of time for a thorough review by the STB, there is precedents and practices by which voting trusts have been used before. One of the most recent examples was our CNIC acquisition, recent, this is 1998, still, it's a very good precedent to how it's done. There is a requirement for this transaction to proceed that there be a voting trust in place, and that is a requirement that has been required by the KCS board and their shareholders so that they can, when the voting trust is approved and funded in the fall of 2021, that they can take their shares and their cash from the voting trust and not be subject to the regulatory risk, any regulatory risk going forward.
It's very much their decision and a voting trust is required, and we remain confident that our voting trust will be approved by the STB, and it's in the public interest to do so to allow ultimately the KCS combination, but also to allow the KCS shareholders to come to a view that what is the best offer based on the value being put forward. Cherilyn, remain confident it will be approved and it is a condition required by the KCS board and their shareholders.
Let's move on from there. The public interest in relation to the question of the voting trust seems to be fairly narrow as you articulated it, but in relation to the transaction itself, the concept is fairly broad. Can you elaborate on what stakeholder groups are relevant to evaluating the public interest? Speak to how those stakeholder groups can provide input to the process.
Yes, Cherilyn, it's a very good question and a very important question also. Any interested party can appear in a STB application, and our experience has been customers, associations, communities, other railways, short line associations. Quite a broad group of people can come forward in the context of looking at the public interest of the overall transaction approval. Obviously, our experience has been, you must engage with them where you can, you attempt as much as you can, and that is the STB's preference that we settle these issues with those communities or those customers or those stakeholders. The remedies available are quite broad.
At the same time, if you're proactive, and you come to the view there are no unsolvable regulatory problems, and JJ has that in his mind when he comes into this transaction with the rest of us, is we will deal with these on a one-on-one basis and do our best to try and find solutions. Ultimately, if we can't, the STB will be able to advise us what is the best solution and ultimately order us to follow that. We've had this in other transactions. We've had situations where there have been orders or in the decision recommendations by the STB, which we've adhered to.
Obviously that's the best way to solve these requests is by dealing with them directly with the stakeholders that are involved and if not, ultimately, the STB will rule on how to deal with this, and we'll adhere to that decision going forward.
Can you also elaborate on just the need to enhance competition and how that's defined, and is there an attempt to measure that during the review of the transaction?
Yeah, there's no doubt that we'll have to demonstrate, and we're comfortable we are going to illustrate there is enhanced competition. Customers have more choices than they had before. Obviously it's looked at making sure that those choices remain in place. The best example I said to you before is Baton Rouge and New Orleans, where there are a few customers. It's 1% of the overall network of KCS. Customers would have less choices post a CN BN combination. That's a perfect example where they can be addressed by commercial agreements. They can be addressed by keeping, providing either a haulage agreement or also divesting of the asset if you have to. Obviously, those are examples where there's diminished competition. Enhanced competition is showing how customers throughout the network will have more choices.
Ultimately, you just look at the map and obviously that's the case, but also we'll be providing, I think, new solutions, new products, a new marketplace. Be able to show how both shippers in Canada and Mexico and the U.S. will, following this combination, have enhanced competition, additional choices, and in no way will competition be reduced except for that little short line, the little portion I told you before, which we'll address in the context of coming into this application and finding a way to solve that in a way that ensures the customers that would have in that very specific area have less choices, have at least the same amount of choices, if not more choices when possible.
CN and CP have expressed very different views on this issue of network overlap between CN and KCS. Can you just address CN's perspective on that apparent disconnect?
Well, I'll say a few words and turn it over to JJ, but I think that I would probably argue it serves a purpose to make this sound worse than it is. It serves a purpose to mix up the two steps of the voting trust and the ultimate control with the competitive issues. Ultimately, 700 customers and stakeholders recognize that this is a pro-competitive transaction. We have done quite a bit of analysis and now we have access to the data room looking at the various overlap. As we've been saying for a long time, it is very minimal. It's de minimis overlap, nothing that cannot be addressed in the context of the STB application. There are clearly, Cherilyn, in this transaction, no unsolvable competitive problems.
To try and identify the problem being the fact that there are a KCS north-south route and a CN IC north-south route, which is the only competition in this map. I bring you back to the map I showed you before. Every single Class I railway has a line going north-south. Therefore, the overlap on CN versus KCS is de minimis, and there is lots of alternatives for shippers. Unfortunate that we got to this point, but I think it's just a question of serving the purpose of making a case that this sounds more complex than it really is. The same way that size is more complex, I would submit to you that size does not make the deal more anti-competitive. To the contrary, size provides more alternatives.
The fact that the large CN network can be brought to bear with KCS network both in the U.S. and in Mexico, provides more choices, more competition to customers and shippers, and not less. JJ?
Yeah, that's right. The CN KCS combination is an end-to-end combination with one section of overlap in Louisiana, and we talked about this one in great detail, 70 miles, a number of facilities. We are actually engaging directly with those customers who are part of this one-mile overlap, and we will find ways to maintain and enhance the competition so they are well looked after through this combination. It is end to end, and frankly, we will create even more competition. Frankly, if there is some other overlap, then the fact would have to show the light of the day so that through the waybill file or eventually we will have to find this other area where supposedly there's so much overlap or the point will be made. Eventually we're going to have to get down to a basically fact-based situation and put this issue to rest.
Cherilyn, maybe I'll give you an example. Going through the details, we found a grain elevator in Springfield, Illinois, that's served today by CN and KCS. We at CN have not moved a car in that elevator since 2014, excuse me. It's been several years. Yeah, if you look at the map, you can identify overlap, but ultimately, the customers will determine what is the overlap per se, what is the competitive issues. It's not purely just the map. The map is one component, but also what is the switching taking place there today? How are the customers served today? That will come out not in media reports, not in press releases, in the application at the STB, where we put forward exactly what are the overlap in detail by sworn statement, which is important.
From there, we'll address the concerns as we go forward.
That's right. The STB is very well equipped to do this all fact-based process.
There are a couple of questions that have come in here with respect to Chicago. Could you just sort of put some meat on the bone in terms of, I guess, the contention that a CP KCS combination would alleviate pressure on Chicago while a CN KCS combination might exacerbate that?
We have ambition to really connect the deep south of Mexico, starting from Mexico City, all the way to the northern part of our network, whether Toronto, Montreal in the east or Calgary and Edmonton in the west, especially offering a premium, very competitive end-middle network, single line, single control, single point of contact with customer service, a product that does not exist today, a product that we really be very competitive and we hope to be competitive with a three-combination network of a KCSM at Laredo-One of the UP or the BN, you get to Chicago, then you hitchhike a ride over the highway to Detroit and Toronto, and then going east.
We will be coming over either Jackson or at some point by upgrading the line between Kansas City and Gilman, we'll be coming from the KCS network, either from the south or from the north, the south at the beginning, because that's what is available today. When we get to Chicago in a location called Madison, this is where we take a right and go east. We don't go in the city. We stay outside the city, and this is how we get to Detroit or we get to Toronto. If you look at CP, they actually do not own a network between Chicago and Detroit. They run on one of the eastern railroads, and when they do intermodal, if it's double-stack high-high, they actually go over Buffalo running into another eastern railroad and get into Ontario via Buffalo-Niagara Falls.
We really don't understand their logic as to how they will serve Eastern Canada without touching Chicago. I don't know how they get there without coming to Chicago. We know how we get to the east via Chicago. It's via the EJ&E. We actually don't get in the city. We actually use the EJ&E, which is really a ring road railroad that really allow us to do this very efficiently, and even more efficiently than getting off in Joliet, Illinois, to one of the two big western carrier intermodal terminal, and then taking a truck and then moving east via one of the major highway in Chicago. I think frankly, it will actually address truck congestion in Chicago. It will also not really impact the rail traffic in the city because by and large, we will stay outside the city using the EJ&E.
Again, this is a place where a bit of that loss as to how the facts get all mixed up. We think it's a great thing for Chicago. Chicago is a great city for CN. We have a lot of employees in Chicago. In fact, at some point, we might make some further major investment in Chicago to create new level of competition that doesn't exist today. That's for later. No, the fact that we own the EJ&E that nobody else owns, that nobody else has this ring road around the city, and we're coming from Chicago from the old IC, and then taking a hard right to almost on the outskirt of the city on the EJ&E makes this a product that will actually reduce the truck congestion in Chicago.
We hope anyway, because a lot of what we are trying to do here is to convert long-haul truck into intermodal.
We're at about 45 minutes here. I think there's a few more important questions that we should address, so I'm going to go a little bit longer here. How does CN respond to the argument that a CP-KCS deal would not be so impactful as to trigger downstream transactions, but that a CN-KCS combination could or would trigger those downstream effects?
Again, that's a bit of a self-serving. I think the KCS was always viewed as a railroad that at some point might combine with somebody else. I think CP for a long time was viewed as a logical railroad to do that. You don't really disturb that much the balance between the east and the west, the big four railroad. The CN-KCS combination in the U.S. still makes us the fifth largest railroad, meaning that in terms of scale, we would still be quite a bit much smaller than the UP and the BN who are huge, or the CSX and the NS on the outskirts.
When you look at the involvement of the other railroad into this file so far, I'm not getting the sense that they see this as maybe they would rather see no merger whatsoever for their own selfish needs, but I don't see that as a signal that they feel that this will push them into an East-West transaction. The compelling story is very strong about the future of Mexico, the future of Mexico does need a railroad that really is much better equipped than what a KCS has today to really fully exploit the potential of the USMCA. CN is best in class when it comes to intermodal. We can rival with the best in class, the UP and the BN. We would love to compete with them.
We want to compete with a different product, a better product, a seamless product, a product that can also go beyond Chicago to the east, still on the railroad. I don't think that means that they will want to compete with us and make sure the gateway stays open at Laredo, which we will do, and the same ways we will keep the gateway open over Kansas City, because frankly, we would want as much business coming from the CP as possible as they can bring to the new network because more freight is better for the rail industry and it's better for the economy. Anything that can be put on railroad as opposed to be on the highway is a good thing. We just don't see what they see. Again, it's a bit self-serving.
We think ultimately KCS will be sold, and it's be CN or CP, and in neither of the two cases, we don't see how that means that it is a beginning of the requirement for future merger.
I would just add that JJ, Cherilyn, obviously, there's no meaningful difference between the CN-KCS combination and the CP-KCS combination in terms of basic competitive balance of the U.S. network. What's good for the goose is good for the gander here. If they're identical, essentially the same transaction, obviously you could argue that that'd be the same case for CP. Ultimately, we're not arguing that. We think that this transaction is by itself on a stand-alone basis. The STB will view it as that way, and I think that's what they've referred to a bit in their decision about KCS as a unique network. We can't control what will happen when CN and KCS get combined together, what will happen to CP, that's their decision, obviously. We don't see this being a triggering the next round of Class I mergers on an East-West basis.
Maybe just last one before I start to wrap up here. What about the contention that has emerged more recently that the premium CN is offering to purchase KCS will result in extra costs that then have to be recouped from shippers, which would not be in the public interest?
Thank you, Cherilyn . Again, this is confusion from the other bidder to introduce argument that to us makes no sense. We are offering what we believe is a compelling and fair premium to KCS shareholders. They've built this company for the last 20 years. It's a very valuable company and asset that they have, including the reach to Mexico. It's somewhat odd that CP, who's competing with us for the same company, would suggest that the KCS shareholders should not be entitled to the premium that we're offering. The premium that we're offering is really the fair value of their company. Therefore, we believe our valuation for KCS is appropriate and is justified by the overwhelming pro-competitive effect of the transaction, as well as the long term of KCS and the Mexican economy.
This transaction would basically offer significant value to CN and KCS shareholders. Also, it's in the public interest, going back to what the economy needs in this decade in term of rail infrastructure, and namely, more option and more choice for shippers, especially those who are today using the highway. Frankly, when you convert freight from the highway to the rail, I don't know of a single customer who's actually going to rail just to pay more money. It's actually they do it the reverse. They join the intermodal network because it's actually more cost effective than otherwise. For a rail intermodal network to exist so that people can save money to join the railroad, we need to have this combination.
We need to create something that doesn't exist today, which is a train service that's out from Mexico City, terminates in Toronto and Detroit, or terminate west. If you have that, people will be able to get on our intermodal network and save money by joining the more fuel-efficient network, of a network that today doesn't exist today. Today, you have three pieces, right? You have KCSM, a U.S. railroad from the border, and then you take a truck from Chicago. That's the deficiency of what's there today. Our objective, our mission, is to offer something better, which obviously would be more price competitive to those who use it once the merger is consumed.
Well, we're starting to run low on time here. Sean, maybe you could focus us back on the timeline, if you would, and talk to us about the timeline for the STB to respond to CN's request to consider the two voting trusts on a level playing field. When do you expect to hear back?
Thank you, Cherilyn. We've asked the STB to rule with respect, obviously, by May 31st, both on the CN and CP voting trust. There's no specific deadline, but we're confident that now that both voting trusts are clearly in the hands of the STB, they understand how they're identical. They understand that this is a precondition to be able to proceed with the overall combination and are very confident that they are diligently reviewing the matter and confident to come to a view that it is in the public interest to have both voting trusts approved on the same timeline with the same standard at the same time. That will allow us then to proceed with the combination and have then the STB apply the public interest test on the overall transaction going forward.
To answer your question, we've asked, with all due respect, to rule by May 31st, and we're awaiting a signal from the STB on how this will proceed. I think the fact that they now have both in hand and they're no doubt clearly closely reviewing it and understand the impact this has on the overall transaction, we're confident that they will do so, as always, in a very conscientious and well-thought-through process.
Well, we've come to the end of our time here. JJ, Sean, and Paul, thank you so much for being with us. Thank you to everyone who joined us on the line. With that, JJ, I'll turn it back to you for some closing remarks.
Thank you. Thank you, Cherilyn. Especially thank you for all of you who are joining us today. I think we felt today it was very important to focus our time and comment regarding the process and the voting trust and all of the rules, the question that people have been asking, providing clarity to all of that, I think is extremely important and very valuable. We have a later discussion later today where we're going to talk mostly about the synergies and the revenue opportunities that we have in mind for this great network we want to combine together. If some of you have an interest in joining us into that discussion, you're welcome to do that. Thank you for your time and thank you for your support.
What we have proposing here is a very solid transaction, is a railroad of the future, not a railroad of the past, focusing on customers, people who actually buy freight, people who decide whose freight they're going to give to. If we win their heart, then we will have a lot of success. In the meantime, in the short term, our focus is also on the KCS shareholders and give them good reason for them to take our pro-competitive offer, an offer that definitely is more superior to McValue. That's the short-term question at this point. Thank you very much.
Yeah. This is Paul Butcher. I just wanted to clarify the call on the synergies is actually going to be tomorrow at 10:00 A.M. Just wanted to make sure everybody will tune in tomorrow at 10:00 A.M. for the call on the synergies. Thank you.
Thank you.