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12/8/2009



Rail News: BNSF Railway

Berkshire/BNSF deal passes antitrust muster, faces class-action suit


Warren Buffett’s proposal to buyout BNSF Railway Co. has cleared federal antitrust scrutiny. Yesterday, Buffett’s Berkshire Hathaway Inc. and BNSF announced the Federal Trade Commission granted them early termination of the mandatory waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976.

The deal reached last month calls for Berkshire to acquire the remaining 77.4 percent of outstanding BNSF shares it currently doesn’t own for $100 per share in cash. Based on the number of outstanding shares on Nov. 2, the transaction is valued at about $44 billion, including $10 billion in outstanding BNSF debt. Berkshire and BNSF still expect to close the transaction in the first quarter.

However, several pending lawsuits seek to prevent that from happening, at least per the terms specified. Law firms in Texas and Delaware plan to merge a dozen lawsuits into one class-action suit, arguing that the $100 per share proposal — which represents a 31 premium — is too low of an offer. The firms hope to force Berkshire to pay significantly more for BNSF via a jury verdict or settlement.

Meanwhile, Berkshire will hold a shareholder meeting on Jan. 20 to conduct a vote regarding a planned 50-to-1 split of Class B shares as part of the BNSF acquisition.


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