UP & NS Merger: US Rail Expansion Strategy & Shareholder Vote

Introduction

Shareholders of Union Pacific Corp. (UP) and Norfolk Southern Corp. (NS) approved UP’s acquisition of NS today, a move that would establish the first coast-to-coast transcontinental railroad in the United States, according to announcements from both companies.

Shareholder Voting Results

Union Pacific officials reported that 99.5% of the votes cast by its shareholders supported the issuance of new shares of UP common stock related to the NS merger. The preliminary vote count from the special meeting represented approximately 80% of outstanding shares, as stated in a UP press release. The final voting results will be documented in a Form 8-K filed by UP with the U.S. Securities and Exchange Commission, following certification by UP’s independent inspector of elections.

Norfolk Southern shareholders also voted in favor of the acquisition, with nearly 99% of the shares cast in support, according to an NS press release. The preliminary vote count represented nearly 80% of outstanding shares. The final voting will be reported in a Form 8-K filed by NS with the SEC.

Merger Agreement Terms

Under the terms of the agreement, NS shareholders will receive 1.0 UP common share and $88.82 in cash for each share of NS owned.

Conclusion

The shareholders of Union Pacific Corp. and Norfolk Southern Corp. voted to approve Union Pacific’s acquisition of Norfolk Southern Corp. According to the agreement, NS shareholders will receive 1.0 UP common share and $88.82 in cash for each share of NS owned.

Company Summary

Union Pacific Corp.: Union Pacific Corp. is involved in the acquisition of Norfolk Southern Corp. and is issuing new shares of UP common stock in connection with its NS merger.

Norfolk Southern Corp.: Norfolk Southern Corp. is being acquired by Union Pacific Corp. and its shareholders will receive 1.0 UP common share and $88.82 in cash for each share of NS owned.