CN announces Tender Offer and Consent Solicitation for 4.25% Notes due 2009



    MONTREAL, June 26 /CNW Telbec/ - CN (TSX: CNR) (NYSE:  CNI) today announced
that its wholly-owned subsidiary, CNLX Canada Inc., has commenced a cash
tender offer for any and all of the outstanding US$300,000,000 aggregate
principal amount of 4.25% Notes due 2009 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 June 26, 2009, 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.
    The tender offer will expire at 5.00 p.m., New York City time, on July
27, 2009, unless extended or earlier terminated by CNLX Canada Inc. (such time
on such date, the "Expiration Date"). CNLX Canada Inc. reserves the right to
terminate, withdraw or amend the tender offer and consent solicitation at any
time subject to applicable law.
    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 July 28, 2009). In addition,
holders who tender on or prior to 5.00 p.m., New York City time, on July 10,
2009 (such time on such date, the "Consent Date") 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 are required to consent to the proposed
amendments to the indenture. Any tender of Notes prior to the Consent Date may
be validly withdrawn and consents may be validly revoked at any time prior to
the Consent Date, but not thereafter unless the tender offer and consent
solicitation is terminated by CNLX Canada Inc. without any Notes being
purchased. Holders who tender Notes after the Consent Date but prior to the
Expiration Date will not receive any payment other than the principal amount
of the Notes plus accrued and unpaid interest.
    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for, Notes validly tendered and not withdrawn pursuant to the tender offer and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, including the receipt
of the requisite two-third consent to the proposed amendments to the
indenture. The complete terms and conditions of the tender offer and the
consent solicitation are set forth in the related Offer to Purchase and
Consent Solicitation and the Letter of Transmittal and Consent which are being
sent to holders of the Notes. Holders of the Notes are urged to read the
tender offer documents carefully.
    None of the proposed amendments will affect the terms of the Notes held
by the non-tendering holders of the Notes. Notes not tendered and purchased
pursuant to the tender offer will remain outstanding until paid by CN on the
stated maturity date of Aug. 1, 2009.
    CNLX Canada Inc. has retained Citi 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). 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) 294-2200 (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

    This news release contains forward-looking statements. CN cautions that,
by their nature, forward-looking statements involve risk, uncertainties and
assumptions. Implicit in these statements, particularly in respect of
long-term growth opportunities, is the Company's assumption that such growth
opportunities are less affected by the current situation in the North American
and global economies. The Company cautions that its assumptions may not
materialize and that the current economic conditions render such assumptions,
although reasonable at the time they were made, subject to greater
uncertainty. The Company cautions that its results could differ materially
from those expressed or implied in such forward-looking statements. Important
factors that could cause such differences include, but are not limited to, the
effects of adverse general economic and business conditions, including the
current recession in the North American economy and the likelihood of a global
economic contraction in 2009, 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
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.
    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 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 further information:

For further information: Media: Mark Hallman, Director, Communications,
Media, (905) 669-3384; Investment Community: Robert Noorigian, Vice-President,
Investor Relations, (514) 399-0052


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