USA: Shareholders of both companies have approved Union Pacific’s planned acquisition of Norfolk Southern. Combining Union Pacific’s network in the west of the country with Norfolk Southern’s routes in the east would create the first railway company spanning the USA from coast to coast.
On November 14, UP said 99·5% of votes cast by its shareholders were in favour of issuing new common stock in connection with the deal, while Norfolk Southern Corp said nearly 99% of the shares cast were in favour.
Under the terms of the agreement, Norfolk Southern shareholders would receive one Union Pacific common share and $88·82 in cash for each Norfolk Southern share. The deal represents an $85bn implied total enterprise value for Norfolk Southern. This equates to a 25% premium to Norfolk Southern’s 30 day-trading volume weighted average price on July 16 2025, the day before rumours of the acquisition were reported.
The transaction is expected to close by early 2027, subject to obtaining regulatory approval from the Surface Transportation Board.
‘We appreciate our shareholders’ support in reaching this important milestone on our path to building America’s first coast-to-coast railroad’, said Union Pacific CEO Jim Vena. ‘Our shareholders see the value and understand this merger will unlock new opportunities to enhance service, growth and innovation.’
Norfolk Southern President & CEO Mark George said the deal would combine ‘complementary networks and capabilities to unlock a multiplier effect for benefits to all stakeholders’, and ‘preserve union jobs and improve safety while delivering faster, more reliable transit times. Together with UP, we will make rail more competitive with highways, offering customers new, more attractive shipping alternatives, unleashing the industrial strength of American manufacturing and creating new sources of economic growth across the country.’
