TD Cowen

Vena’s Art of the Deal With NS – Commentary

OMAHA and ATLANTA –– Union Pacific’s (UP) much-anticipated bid for Norfolk Southern (NS) was announced July 29. Both now embark on a lengthy review process, but we see the potential approval pathway justified due to U.S. supply chain benefits. NS operates well, supporting a pivot in focus to the review process. NS takeout PT moves to $320 in line with the announcement. Reiterate Buy as entry point is attractive while event-based investors remain on the sidelines.

Getting Closer to a Merger Deal? Commentary

OMAHA and ATLANTA –– Unconfirmed reports over the weekend noted a Class I merger is close. These reports were preceded by actions by the STB that show the agency is preparing to handle a review in a more expedited fashion with a merger resource page already up, and a notice that the Board is embarking on taking steps to expedite regulatory processes. We continue to believe a deal is highly likely between Union Pacific and Norfolk Southern.

Norfolk Southern President and CEO Alan Shaw remains in place and said he “is confident that we will have a strong and constructive relationship with our new directors.”

NS: Proxy Battle Ends With Favorable Results

The votes from Norfolk Southern’s May 9 42nd Annual Meeting Shareholders have been tabulated and the results are clear. Following a months-long proxy battle launched by activist investor Ancora Holdings Group and

Report: Activist Investor Attempting NS Takeover — Commentary Through Our Railway Age Colleagues

ATLANTA ––According to an unsubstantiated late-Jan. 31 Wall Street Journal article, an investor group led by activist Ancora Holdings Group, LLC intends to run a proxy fight and replace Norfolk Southern President and CEO Alan Shaw. Ancora has reportedly built a position in NS and would likely try to take control of the Board to enact management and operational changes. We highlighted this as the number one risk in our downgrade earlier this week. NSC was up ~5% after hours. Story by Jason Seidl, Matt Elkott, Elliot Alper and Uday Khanapurkar, TD Cowen