As of the expiration of the tender offer, approximately 46,950,000 shares of IC's common stock had been tendered, including approximately 11,560,000 shares tendered by guaranteed delivery. Since more than 46,051,761 shares were tendered and not withdrawn prior to the expiration date, CN has accepted for payment and will pay for only 46,051,761 shares on a pro rata basis. Because of the difficulty of determining the precise number of IC shares properly tendered and not withdrawn, CN does not expect that it will be able to announce the final results of such pro-ration or pay for any IC shares until at least seven New York Stock Exchange trading days from completion of the tender offer, which closed March 13. On a preliminary basis, the pro-ration factor will be approximately 98 percent.

CN and IC will now proceed to consummate a second-step merger in which the remaining 25 percent of the IC shares will be exchanged for CN shares with a value equal to the same cash price paid in the tender offer, subject to certain collar arrangements. IC has approximately 61.4 million shares outstanding, giving the transaction a total equity value of approximately US$2.4 billion.

CN President and Chief Executive Officer Paul M. Tellier stated: ``We are very enthusiastic about the combination of CN and IC. With the successful completion of our tender offer, we are another step closer to realizing the substantial benefits that this combination will bring to shareholders, customers and employees.''

The shares acquired by CN pursuant to the tender offer, as well as those to be acquired in the second step merger, will be placed in a voting trust pending approval of the transaction by the United States Surface Transportation Board. This approval is expected in the first half of 1999.

Goldman, Sachs & Co. and Schroder & Co. Inc. acted as Dealer Managers for the offer and MacKenzie Partners, Inc. acted as Information Agent. -Canadian National

The NACS program is designed to facilitate the free interchange of 48-foot domestic containers between member railroads without restrictions. With a growing fleet of more than 2,500 containers and chassis strategically located across a broad geographic network, NACS gives shippers a truly flexible transportation alternative to reach more major U.S. and Canadian markets than ever before.

Double-stack trains have proven to provide shipping economies, as well as a superior ride quality, not found in other segments of freight transportation. In the last few years, all four participating railroads have made significant investments to increase double-stack capacity on their systems.

"NACS offers our customers an efficient vehicle to extend their reach into markets in Canada and the U.S.," says Craig Littzen, vice president, Intermodal/Automotive, Canadian National. "In addition, our participation in NACS builds on the investments CN has made recently to our new Chicago Gateway Intermodal Terminal."

"The free-running nature of the NACS product allows CSX Intermodal to provide its customers exciting new service opportunities in key intermodal lanes," says Alan Peck, vice president, domestic marketing and pricing, CSX Intermodal. "The program also makes equipment control a part of our customer's responsibility thereby helping us better manage these container assets -- allowing us, through the NACS product, to increase the value of the shipper's transportation dollar."

"We're very excited about CN and CSXI joining the NACS program," says Steve Branscum, vice president, Intermodal Business Unit, BNSF. "The program has grown steadily over the past two years. The combined network of the four participating railroads provides customers superior market coverage with real economic benefits and equipment flexibility. We look forward to exploring opportunities to expand the program even further in the near future."

Established in February 1996 and now comprised of four intermodal rail networks (BNSF, CN, CSXI and KCS), NACS provides shippers with a dedicated fleet of more than 2,500 free-running intermodal containers that can be interchanged between all participating rail networks. The NACS program provides access to most major U.S. and Canadian markets. -BNSF