2014

CN announces Tender Offer and Consent Solicitation for 4.40% Notes due 2013

MONTREAL, Feb. 11, 2013 /PRNewswire/ - CN (TSX: CNR) (NYSE: CNI) today announced that its wholly-owned subsidiary, CNLX Canada Inc., has commenced a cash tender offer for all of the outstanding US$400,000,000 aggregate principal amount of 4.40% Notes due 2013 issued by CN (the "Notes") on the terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation Statement, dated Feb. 11, 2013, and the related Letter of Transmittal and Consent.

CNLX Canada Inc. is also soliciting consents to certain proposed amendments to the indenture governing the Notes. The related Offer to Purchase and Consent Solicitation and Letter of Transmittal and Consent more fully set forth the terms of the tender offer and consent solicitation and are being sent to holders of the Notes. Holders of the notes are urged to read the tender offer documents carefully.

The tender offer will expire at 11:59 p.m., New York City time, on Mar. 11, 2013, unless extended or earlier terminated by CNLX Canada Inc. (such time on such date, the "Expiration Date").

The tender offer consideration being offered for the Notes accepted for purchase in the tender offer will be US$1,000 for each US$1,000 principal amount of Notes (plus accrued and unpaid interest to, but not including, the Settlement Date expected to be on or about Mar. 12, 2013). In addition, holders who tender on or prior to 5:00 p.m., New York City time, on Feb. 25, 2013, (such time on such date, the "Consent Payment Deadline") will receive an amount designated as a consent payment equal to US$2.50 per US$1,000 principal amount of Notes. Holders who tender Notes after the Consent Payment Deadline, but prior to the Expiration Date, will not receive the consent payment. Holders who tender Notes are automatically deemed to consent to the proposed amendments to the indenture.

Notes not tendered and purchased pursuant to the tender offer will remain outstanding until paid by CN on the stated maturity date of Mar. 15, 2013.

The obligation of CNLX Canada Inc. to accept for purchase, and to pay for, Notes validly tendered and not withdrawn pursuant to the tender offer and the consent solicitation is subject to the satisfaction or waiver of the conditions to the tender offer and consent solicitation.

CNLX Canada Inc. has retained Citigroup Global Markets Inc. to act as Dealer Manager in connection with the tender offer and consent solicitation. Questions about the tender offer and consent solicitation may be directed to Citi at (800) 558-3745 (toll free) or (212) 723-6106 (collect). Copies of the tender offer documents and other related documents may be obtained from Global Bondholder Services Corporation, the information agent for the tender offer and consent solicitation, at (866) 857-2200 (toll free) or (212) 430-3774 (collect).

The tender offer and consent solicitation is being made solely by means of the related Offer to Purchase and Consent Solicitation and the Letter of Transmittal and Consent. Under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell the Notes or any other securities of CN. It also is not a solicitation of consents to the proposed amendments to the indenture. No recommendation is made as to whether holders of the Notes should tender their Notes or give their consent.

Forward-Looking Statements

Certain information included in this news release constitutes "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and under Canadian securities laws. CN cautions that, by their nature, these forward-looking statements involve risks, uncertainties and assumptions. The Company cautions that its assumptions may not materialize and that current economic conditions render such assumptions, although reasonable at the time they were made, subject to greater uncertainty. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual results or performance of the Company or the rail industry to be materially different from the outlook or any future results or performance implied by such statements.

Important risk factors that could affect the above forward-looking statements include, but are not limited to, the effects of general economic and business conditions, industry competition, inflation, currency and interest rate fluctuations, changes in fuel prices, legislative and/or regulatory developments, compliance with environmental laws and regulations, actions by regulators, various events which could disrupt operations, including natural events such as severe weather, droughts, floods and earthquakes, labor negotiations and disruptions, environmental claims, uncertainties of investigations, proceedings or other types of claims and litigation, risks and liabilities arising from derailments, and other risks and assumptions detailed from time to time in reports filed by CN with securities regulators in Canada and the United States. Reference should be made to "Management's Discussion and Analysis" in CN's annual and interim reports, Annual Information Form and Form 40-F filed with Canadian and U.S. securities regulators, available on CN's website, for a summary of major risks and assumptions.

CN assumes no obligation to update or revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable Canadian securities laws. In the event CN does update any forward-looking statement, no inference should be made that CN will make additional updates with respect to that statement, related matters, or any other forward-looking statement.

CN - Canadian National Railway Company and its operating railway subsidiaries - spans Canada and mid-America, from the Atlantic and Pacific oceans to the Gulf of Mexico, serving the ports of Vancouver, Prince Rupert, B.C., Montreal, Halifax, New Orleans, and Mobile, Ala., and the key metropolitan areas of Toronto, Buffalo, Chicago, Detroit, Duluth, Minn./Superior, Wis., Green Bay, Wis., Minneapolis/St. Paul, Memphis, St. Louis, and Jackson, Miss., with connections to all points in North America. For more information on CN, visit the company's website at www.cn.ca.

SOURCE CN



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