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Shareholders Back Union PacificNorfolk Southern Merger, Setting Up Surface Transportation Board Review

Shareholder approval shifts the proposed coast-to-coast rail tie-up into a lengthy federal review by the Surface Transportation Board.

Overview

  • Norfolk Southern reported nearly 99% support at its special meeting, with each NS share to be exchanged for one Union Pacific share plus $88.82 in cash, and the companies target closing by early 2027 subject to regulatory clearance.
  • Published reports say Union Pacific investors also approved with roughly 99% support, and UP plans to file the formal application in late November or early December to start the federal review.
  • The proposed $85 billion combination would create the first U.S. transcontinental freight railroad, spanning more than 50,000 miles across 43 states with connections to major ports on both coasts.
  • Support has broadened to include SMART-TD, the National Conference of Firemen and Oilers, farm cooperatives, international logistics firms, major trucking carriers, and President Donald Trump.
  • Opposition from Canadian Pacific Kansas City and some shippers centers on competition risks, with critics urging cooperation agreements as an alternative as the STB examines competition, safety, and service effects.