...6) How does CSX intend to take control of Conrail? Explain how they intend to accumulate 50% of Conrail’s shares. As of October 15, 1996 CSX Corporation (CSX) intended to merge with Consolidated Rail Corporation (Conrail) by offering a two-tier deal, structured in the following manner. CSX would purchase 90.5 million fully diluted Conrail shares by paying $92.50 per share for the first 40% of the shares (the front-end offer) and would enter a share exchange for the remaining 60% of the required shares (the back-end offer). The front-end offer would be executed in two stages. The first stage, which began the day after the merger announcement, would be a cash tender offer to acquire 17.86 million shares at $92.50 per share (accounting for 19.7% of Conrail’s acquisition shares). The second stage, which could only be executed by mid-November once Conrail shareholders decided to void the “fair value” statute under Pennsylvania law, would be to acquire another 18.4 million shares at $92.50 per share (accounting for another 20.3% of Conrail’s acquisition shares) Following shareholder approval, and successful completion of the second cash tender offer, CSX would proceed with the back-end offer through a share swap of 1.85619 CSX shares for every 1 Conrail share in addition to an extra $16 of new convertible preferred stock. This two-tier structure of paying in both cash and stock not only allows CSX to abide by Pennsylvania’s antitakeover laws, but also saves on cash spent in...
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...Team Project CSX Railroad Team 24: Section 1: Company and Industry Background CSX is a rail based transportation company that carries the nation’s commodities like coal, agricultural products, merchandise, and other materials. Headquartered in Jacksonville, FL, CSX serves 23 states across the eastern United States and parts of Canada. The 21,000 mile rail network reaches more than 70 water ports throughout the region and operates nearly 4200 locomotives that carry roughly 190,000 freight cars and containers daily. CSX employees over 31,000 people and realized just over $12 billion in revenue in 2013. (Ward, 2012) The railroad industry in America is divided by the Mississippi river. Union Pacific and Burlington Northern & Santa Fe dominate the west with CXS and Norfolk Southern to the east. Union Pacific is the largest railway company in the country. It encompasses 23,000 miles of track in 23 western states. Union Pacific ended 2013 with almost $22 billion in revenue. Burlington Northern & Santa Fe is the second largest railway in the country and is owned by Berkshire Hathaway with $21 billion in revenue. CSX falls in at number three and Norfolk Southern makes the list at number four. Norfolk Southern is the only real rail competitor to CSX, sharing the eastern part of the country. Norfolk Southern’s annual revenue is similar to CSX at $11 billion with around 31,000 employees. (Henage, 2013) Starting in 1827, CSX’s history dates back to the beginning...
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...by significant consolidation in 1870. The rail road companies initiated expansion through acquisitions in attempt to reduce marginal costs and increase their market share. As a result of this competition, a number of cartels were formed; therefore the federal government intervened and established regulation on railroad mergers, infrastructure construction and divestments. On the other hand, the government initiated enormous investments in highway infrastructure, which resulted in the emerging of the trucking industry. Together with innovations in motor and tire technologies, the trucking industry began gaining significant market share of the freight transportation business from the rail road companies. As a result, the six largest railroads in the Northeast filed for bankruptcy. In response to the failures, the Congress passed the Stagger’s Rail Act of 1980 in order to deregulate the railroad industry, which resumed the mergers and acquisitions activity. The following analysis will investigate the economics of the offer for Consolidated Rail Corporation (Conrail) by CSX Corporation (CSX) and Norfolk Southern Corporation (Norfolk). The stand-alone bidders, CSX and Norfolk would value the target, Conrail, based on its fundamentals, however if both bidders are present they would enter price wars and legal battles, therefore this would inflate the offered price for the target. In particular the acquirers have to take into account of the opportunity cost of losing the bidding war...
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...CASE A CSX ACQUISITION OF CONSOLIDATED RAIL CORPORATION CSX has put up a bid of $8.3 B in order to horizontally integrate with Conrail in order to increase the combined profitability based on perceived improvement in Synergies. A) Lower Cost Structure: Railroad is capital intensive industry with very high fixed cost. CSX-Conrail merger will lower company’s cost-structure by creating increasing economies of scale. Operating ratio of Conrail is 87.63% and CSX’s operating ratio is 81.99% (Exhibit 1). According to American Investment research report (Exhibit 10), proposed merger will bring operating ratio to 65 % (an 18.75% decrease). Both CSX and Conrail have low ROA (2.33% and 4.11%) compared to Norfolk’s ROA of 5.06 % (Table 6). If CSX and Conrail will achieve its projected revenue growth and cost-savings, CSX-Conrail will become more efficient than Norfolk. B) Gain Market Power : Based on revenue data from 1995 (Exhibit 1), CSK control 38.5%, Conrail controls 29.4% and Norfolk controls 32.1% of Northeast rail freight market. The proposed merger will allow CSX to control major share (~70 %) of the lucrative North Eastern rail market and enable them to take advantage of synergies in the space. In addition, CSX – Conrail can further improve on its market position by limiting Norfolk’s access to long-haul routes either from south or Midwest. MECHANICS OF THE CSX – CONRAIL DEAL CSX has offered a two-tiered offer for the stocks of Conrail. For the first 40% of the shares...
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...Executive Summary Conrail has received two acquisition bids from CSX and Norfolk Southern. Introduction Conrail and CSX, the nation’s first and third largest railroads, have decided toparticipate in a merger of equals. CSX has offered to acquire Conrail in a two tiereddeal. The first 40% of tendered Conrail shares will be bought at a price of $92.50while the remaining 60% will be acquired through a stock swap at a ratio of 1.8561921 (CSX:Conrail). In the midst of this offer, a hostile Bid comes in fromNorfolk Southern, a competitor in the Industry. Norfolk Southern offers ____ Analysis Case A, Question 1: Why is CSX interested in Conrail? How much should CSX payfor Conrail? The Stagger’s Rail Act of 1980 has created a deregulated environment in whichacquisitions are used to improve the competitive positioning of existing companieswithin the railroad industry. CSX is interested in Conrail for a couple of reasons.Primarily, CSX would like to acquire Conrail because its routes are complementaryto their own, allowing the combined company to provide “long-haul, contiguous,and therefore low-cost service between the Southern, Eastern, and Mid-Westernparts of the United States.” Additionally, CSX’s acquisition of Conrail would preventthe company’s main competitor Norfolk Southern from gaining access to routes inthe Northeastern United States. This would leave Norfolk Southern at a largestrategic disadvantage. Lastly, the combination would provide cost synergies andreductions, even...
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...The Wreck of Amtrak’s Sunset Limited H. Richard Eisenbeis, Sue Hanks, and Bruce Barrett University of Southern Colorado On September 22, 1993, the Sunset Limited, the pride of Amtrak, glided swiftly along through the warm, fall night. A dense fog hugged the countryside. Because there was nothing to see through the train’s windows, many passengers dozed peacefully, lulled to sleep by the gentle, rhythmic, clickety-clack of iron wheels passing over jointed rails. Crewmembers roamed the aisles and halls making sure that those guests still awake were accommodated and comfortable. In less than a second, this peaceful scene was shattered by a thundering roar as seats were torn from the floor and passengers were sent flying through the cars. At 2:53 a.m. Amtrak’s only transcontinental passenger train, the Sunset Limited, plunged into Big Bayou Canot, killing 47 passengers. Eight minutes earlier at 2:45 a.m., a towboat, pushing six barges and lost in a dense fog, unknowingly bumped into the Big Bayou Canot Bridge knocking the track out of alignment. The train, traveling at a speed of 72 mph in the dense fog, derailed as a result, burying the engine and four cars five stories deep in the mud and muck of Big Bayou Canot.4,7,8,10,12,13 Bruce Barrett, a locomotive engineer, has described what might have been occurring in the cab of Amtrak engine Number 819 prior to the wreck.2 This scenario is based upon my 17 years’ experience as a locomotive engineer on a major western railroad and...
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...The Wreck of Amtrak’s Sunset Limited H. Richard Eisenbeis, Sue Hanks, and Bruce Barrett University of Southern Colorado On September 22, 1993, the Sunset Limited, the pride of Amtrak, glided swiftly along through the warm, fall night. A dense fog hugged the countryside. Because there was nothing to see through the train’s windows, many passengers dozed peacefully, lulled to sleep by the gentle, rhythmic, clickety-clack of iron wheels passing over jointed rails. Crewmembers roamed the aisles and halls making sure that those guests still awake were accommodated and comfortable. In less than a second, this peaceful scene was shattered by a thundering roar as seats were torn from the floor and passengers were sent flying through the cars. At 2:53 a.m. Amtrak’s only transcontinental passenger train, the Sunset Limited, plunged into Big Bayou Canot, killing 47 passengers. Eight minutes earlier at 2:45 a.m., a towboat, pushing six barges and lost in a dense fog, unknowingly bumped into the Big Bayou Canot Bridge knocking the track out of alignment. The train, traveling at a speed of 72 mph in the dense fog, derailed as a result, burying the engine and four cars five stories deep in the mud and muck of Big Bayou Canot.4,7,8,10,12,13 Bruce Barrett, a locomotive engineer, has described what might have been occurring in the cab of Amtrak engine Number 819 prior to the wreck.2 This scenario is based upon my 17 years’ experience as a locomotive engineer on a major ...
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.... Why is CSX interested in acquiring Consolidated Rail Corporation (Conrail)? Describe thearguments for the offer being motivated by synergies, as well as arguments for the motivationto pre-empt a bid by Norfolk. The 1999 acquisition of Conrail, jointly split with CSX, was perhaps the most important and critical time in the company’s history. If CSX had been allowed to purchase Conrail outright, not only would NS have been entirely surrounded but also it could never againeffectively compete with CSX, even if it was able to run a railroad much more efficientlyand effectively than CSX. NS had been interested in Conrail for some time because itwould add an important addition the railroad needed, direct lines to the markets of NewYork City and Philadelphia which Conrail had been effective in developing and exploitingby becoming a intermodal (i.e., the movement of ship containers which can be movedvia over-the-road trucks as well) juggernaut moving containers between Chicago andthe Northeast.Not only was intermodal the wave of the future but NS also did not contain an effectivebusiness in such and had CSX gained complete control of the Northeast it would onlyhave been a matter of time before NS was gobbled up as well, mostly likely by aWestern road (by rules of competition, CSX would not have been allowed to purchaseNS and control the entire Eastern rail market).So, thus began the battle for Conrail in the mid-1990s when CSX announced itsintentions of purchasing the railroad...
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...Conrail Case Study 1. Why does CSX want to buy Conrail? Why can CSX justify paying a premium to acquire Conrail? The Stagger’s Rail Act of 1980 has created a deregulated environment in which acquisitions are used to improve the competitive positioning of existing companies within the railroad industry. CSX is interested in Conrail for a couple of reasons. Primarily, CSX-Conrail merger would result in more than $8.5 billion in revenues and nearly 70% of the Eastern market. The combined entity would be able to control the railroads between the Southern ports (CSX), the Northeast (Conrail) and the Midwest (both). By having a full access to these markets the new company would be able to offer services to its clients for a lower price (economies of scale). Additionally, CSX’s acquisition of Conrail would prevent the company’s main competitor Norfolk Southern from gaining access to routes in the Northeastern United States. The Midwest market, where both firms were heavily present, would become a center of operations and the result would be a reduction of marginal costs. The new business would be able to faster load and unload goods with more line tracks available for transportation, higher co-operation and greater manpower, not to mention benefits from exchange of market knowledge and client base. Beside this there were potential to capitalize on the opportunity of being the first railroad company to connect the East to the West. * Geographically well placed * Network...
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...MERGERS & ACQUISITIONS INTRODUCTION Why merge? Why sell? A division of a company might no longer fit into larger corp’s plans, so corp sells division Infighting between owners of corp. Sell and split proceeds Incompetent management or ownership Need money Business is declining (e.g. a buggywhip company) Industry-specific conditions Economies of scale BASIC DEFINITIONS: MERGER: Owners of separate, roughly equal sized firms pool their interests in a single firm. Surviving firm takes on the assets and liabilities of the selling firm. PURCHASE: Purchasing firm pays for all the assets or all the stock of the selling firm. Distinction between a purchase and a merger depends on the final position of the shareholders of the constituent firms. TAKEOVER: A stock purchase offer in which the acquiring firm buys a controlling block of stock in the target. This enables purchasers to elect the board of directors. Both hostile and friendly takeovers exist. FREEZE-OUTS (also SQUEEZE-OUTS or CASH-OUTS): Transactions that eliminate minority SH interests. HORIZONTAL MERGERS: Mergers between competitors. This may create monopolies. Government responds by enacting Sherman Act and Clayton Act VERTICAL MERGERS: Mergers between companies which operate at different phases of production (e.g. GM merger with Fisher Auto Body.) Vertical mergers prevents a company from being held up by a supplier or consumer of goods. LEVERAGED BUYOUTS (LBOs): A private...
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...development (R&D) operations to improve expansion. Second, another UK pharmaceutical company AstraZeneca carried out takeovers of bio-science firms (mergers and acquisitions M&A). Compare and contrast these two approaches to growth by discussing their relative advantages and disadvantages. Use examples from any relevant sector, not just "Big Pharma". Summary The paper presents a contrast between conservative and aggressive growth options. It discusses mergers and acquisitions, organic growth and alliances using examples from a range of industries which include online businesses, brewery firms, soft drink giants and also a major pharmaceutical industry merger. In examining the interface between the different growth options the paper posits that they are not mutually exclusive and one may lead to the other, whereas a portfolio of growth options is strategically astute to have. The advantages, disadvantages and issues surrounding the growth options suggest that it is a risk-benefit premise that underpins the value perceptions from a chosen growth route. Competitive situations and resourcing s aspects also govern the choice a chosen route. 1. Introduction This paper discusses the different routes to growth that an enterprise might take. Given the growing popularity and mixed success of aggressive growth option of mergers and acquisitions, the paper compares and contrasts them with more conservative options like...
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...headquartered in Ashburn, Virginia. The corporation was originally formed as a result of the merger of WorldCom and MCI Communications. For a time, WorldCom was the United States's second largest long distance phone company (after AT&T). WorldCom grew largely by aggressively acquiring other telecommunications companies, most notably MCI Communications. It also owned the Tier 1 ISP UUNET, a major part of the Internet backbone. It was headquartered in Clinton, Mississippi, before being moved to Virginia. Corporate founding The company began as Long Distance Discount Services, Inc. (LDDS) in 1983, based in Hattiesburg, Mississippi. In 1985 LDDS selected Bernard Ebbers to be its CEO. The company went public in 1989 through a merger with Advantage Companies Inc. The company name was changed to LDDS WorldCom in 1995, and later just WorldCom. The company’s growth under WorldCom was fueled primarily through acquisitions during the 1990s and reached its apex with the acquisition of MCI in 1998. Among the companies that were bought or merged with WorldCom were Advanced Communications Corp. (1992), Metromedia Communication Corp. (1993), Resurgens Communications Group(1993), IDB Communications Group, Inc (1994), Williams Technology Group, Inc. (1995), and MFS Communications Company (1996). The acquisition of MFS included UUNET Technologies, Inc., which had been acquired by MFS shortly before the merger with WorldCom. In February 1998, a complex transaction saw WorldCom purchase online pioneer CompuServe from...
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...TABLE OF CONTENTS EXECUTIVE SUMMARY 3 MERGERS & ACQUISITIONS 4 DISTINCTION BETWEEN MERGERS AND ACQUISITIONS 5 TYPES OF MERGERS AND ACQUISITONS 7 Horizontal Merger 7 Vertical Merger 7 Co-Generic Merger 7 Conglomerate Merger 7 RECENT EXAMPLES 8 REASONS FOR MERGERS AND ACQUISITIONS 10 Growth of the company 10 Synergy 10 Diversification and expansion 11 Elimination of competition 11 × REASONS WHY MERGERS AND ACQUISITONS CAN FAIL 12 No common vision 12 Weak leadership and poor governance 12 Poor strategic fit 12 Cultural and Social Differences 13 Incomplete and Inadequate Due Diligence 13 Poorly Managed Integration 13 Overpaying the target company 13 Changing market condition 13 ARTICLE STATING REALITIES OF M&A for HR 14 SUCCESS MANTRA for M & As 15 Cultural integration 15 Change Management 16 Management resources 16 Role of HR in M&A’s 18 Three Stage Model of Mergers and Acquisitions 21 Stage 1-Pre-Combination (HR Issues): 21 Stage 2-Combination and Integration (HR Issues): 22 Stage 3: Solidification and Assessment (HR Issues): 22 Role of the HR Department in M&A Activity 23 INDUSTRY EXAMPLE – Schnieder 26 Challenges due to acquisitions 26 Industry Example – MTS 29 Conclusions 30 At the Company Level 30 At the HR Level 31 REFERENCES 33 EXECUTIVE SUMMARY Mergers and acquisitions, as a means of rejuvenating and restoring business, have become increasingly popular...
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...Management Fall 2009 Non-financial risk assessment in mergers, acquisitions and investments Identifying sources of business risk in the ICT industry Bachelors thesis Erik Allenstr¨m, 1984-11-26 o Fredrik Njurell, 1984-01-30 ¨ Tutor: Osten Ohlsson January 14, 2010 Abstract The number of company mergers and acquisition activities has increased dramatically the last two decades. The reasons for conducting these activities are many and the uncertainties of their results are high. To reduce the uncertainties when making an investment, merger or acquisition it is vital to do a thorough assessment of the risks involved with the activity. This thesis focuses on a specific part of this risk assessment, namely the non-financial risks. Mergers and acquisitions are done in almost all industries around the world and the reasons for and benefits of these activities can vary between industries. We have chosen to investigate the risk assessment of non-financial risks in the Information and Communication Technology (ICT) industry. The thesis aims at investigating what business characteristics, for companies in the ICT industry, that give rise to non-financial risks that must be assessed when doing investments, mergers or acquisitions. Further on we present a risk pattern that points out what business characteristics that are the most important when conducting a risk assessment of non-financial risks on companies in the ICT industry. From a literature study we find evidence that ten different...
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...New Evidence and Perspective on Mergers – A One Page Summary The authors of this article have provided further evidence on the value of mergers and acquisitions by updating the database to include facts for the 1990s to empirical research. They came to a conclusion that mergers seem to create shareholder value, with most of the gains accruing to the target company. In arriving at their conclusion, they reviewed issues on why mergers occur. They reviewed reasons for merger that appear to be more relevant in certain time periods. They argue that industries tend to restructure and consolidate in concentrated periods of time, that these changes occur suddenly, and that they are hard to predict. However, they state that explaining the long-term effects of mergers, and what makes some successful and others not, is still a question that remains largely unanswered. They also identify that, although merger and acquisition activity, occurs in readily identifiable waves over time, these waves are not alike. In fact, the identity of the industries that make up each merger boom varies tremendously. After identifying why and how mergers occur, the authors go ahead to identify winners and losers in the merger game. They identify that the most statistically reliable evidence on whether mergers create value for shareholders comes from traditional short-window event studies. The authors argue that the target firms consistently have abnormal returns of 16% in the announcement period across decade...
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