Union Pacific to acquire Norfolk Southern for $85B enterprise value, creating first transcontinental railroad

UNION PACIFIC CORP

Deal values Norfolk Southern at $320/share (1.0 UNP share + $88.82 cash), 25% premium to 30-day VWAP.
Expected annualized synergies of ~$2.75B; combined enterprise over $250B.
Transaction expected to close by early 2027; subject to STB approval and shareholder votes.
Reverse termination fee of $2.5B; Debt/EBITDA of ~3.3x post-closing.
All union employees offered jobs; combined network spans 50,000 route miles, 43 states, ~100 ports.

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