2025-07-29 12:30Transaction Overview - Union Pacific is purchasing Norfolk Southern for an implied value of $320 per share, consisting of 72% stock and 28% cash ($88.82/share)[25] - The offer represents a 25% premium to Norfolk Southern's 30-day volume-weighted average price as of July 16, 2025[25] - The implied enterprise value for Norfolk Southern is $85 billion[25] - The transaction is targeted to close by early 2027, subject to regulatory and shareholder approvals[25, 31] Financial Synergies and Value Creation - The combined company anticipates $2.75 billion in annualized synergies within three years through new revenue and productivity opportunities[25, 26] - The merger is expected to be adjusted EPS accretive early in Year 2, with high single-digit accretion in Year 3+[25] - Combined 2024 free cash flow is $7.3 billion, projected to grow to approximately $12 billion by Year 3[25] - The combined company's debt to EBITDA ratio is estimated at ~3.3x at close, reduced to ~2.8x by Year 2[25] Combined Company Profile - The combined company will be named Union Pacific, headquartered in Omaha, NE, with a core location in Atlanta, GA[25] - The combined route will span over 50,000 miles across 43 states[18, 24] - The combined company will have approximately 52,000 employees[24]