Norfolk Southern says "NO!" to merge offer from CP

No for now. That is until CPR sweetens the deal a bit more until the stockholders start salivating like fleas after a hound dog.

John
 
a bit more

A lot more. http://www.nscorp.com/content/nscor...irectorsunanimouslyrejectsunsolicitedind.html

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Hi everybody.
No means no CP, honestly how many more offers can they make!

titanicchristo; Unfortunately for Norfolk Southern, Canadian Pacific can Repeat and increase their offer as as many times as they desire until an outcome to the takeover battle is assured for one company or the other.

Canadian Pacific through their spokesman Earl Harrison has now threatened to make a “ street fight” of the matter, with the meaning that he will take the Canadian Pacific offer directly to the NS shareholders. Unfortunately for Norfolk southern almost 30% of their stock holding is held by 5 major equity investment companies who act on behalf of many private and institutional investors/savers around the world through Bond and direct equity investment.

The first job of any Investment Company is to bring forward the best return for their clients many of whom will be small private investors who have placed their lifelong hard earned income savings into various investment schemes. Therefore, the future of Norfolk southern may well lay in the hands of no more than 50 equity fund managers throughout the world with their only consideration of making the best return on their savers money.

A large percentage of the above savers are not “ solvating fleas on a hound dog's back” as they were described in an earlier posting of this thread, but ordinary hard-working people who have saved through their pension payments and bank savings for a secure future and that is how it should be. Remember, more than 54% of Norfolk southern stock holding is owned by 50 stakeholders, many of them institutional investors as in the above.

Let us hope that their savers get the best return possible on their money irrespective of what happens to the ownership of Norfolk southern.
Bill.

 
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Hi everybody.


titanicchristo; Unfortunately for Norfolk Southern, Canadian Pacific can Repeat and increase their offer as as many times as they desire until an outcome to the takeover battle is assured for one company or the other.

Canadian Pacific through their spokesman Earl Harrison has now threatened to make a “ street fight” of the matter, with the meaning that he will take the Canadian Pacific offer directly to the NS shareholders. Unfortunately for Norfolk southern almost 30% of their stock holding is held by 5 major equity investment companies who act on behalf of many private and institutional investors/savers around the world through Bond and direct equity investment.

The first job of any Investment Company is to bring forward the best return for their clients many of whom will be small private investors who have placed their lifelong hard earned income savings into various investment schemes. Therefore, the future of Norfolk southern may well lay in the hands of no more than 50 equity fund managers throughout the world with their only consideration of making the best return on their savers money.

A large percentage of the above savers are not “ solvating fleas on a hound dog's back” as they were described in an earlier posting of this thread, but ordinary hard-working people who have saved through their pension payments and bank savings for a secure future and that is how it should be. Remember, more than 54% of Norfolk southern stock holding is owned by 50 stakeholders, many of them institutional investors as in the above.

Let us hope that their savers get the best return possible on their money irrespective of what happens to the ownership of Norfolk southern.
Bill.


But the banks, insurance companies and big equity houses are the fleas..., well more like ticks waiting for their victim to walk by. Bill I worked for a company that got sucked up by such a group.... Guess who lost.

Us smaller investors, barely match the buying power the big institutional buyers have through their shear power. If one of those bigger investment houses breaks wind, the market can drop in a second especially with today's quick acting investment systems that watch the market indices and reacts instantly. This isn't the same as it was back in the old days. The big investment houses with majority stake in the shareholder deal will want the best for their client which means the best price they can get out of CPR...

This deal isn't done yet, and I doubt CPR will walk away with its tail between its legs.

John
 
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The thing that might be affected by a takeover is NS's steam program. With Wick Moorman essentially gone, there's no one to bat anymore at NS for the continuation of the program. And if Harrison becomes the new CEO of the combined company if it happens, then you can really say bye bye to mainline steam in the eastern US outside of privately held railroads like short lines, regionals, and tourist railroads. Reading and Northern, TVRM, and WMSR in Cumberland, MD are the only big steam players in the eastern US right now, besides NS with Steamtown's steam out of service, although 765 pulled a few trips there in September during it's big tour of the northern states like IN, OH, NY, PA. The thing with NS's trips is that in most cases you get to ride track you can't normally ride as it is freight only. Most of the NS trips have been on non-Amtrak routes, except the Horseshoe Curve trips a few years ago with 765. 765 did run on the Reading and Northern and Steamtown routes this year, routes you can also ride on a regular basis on R&N's and Steamtown's tourist trains.
 
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Hi everybody.
Banks, insurance companies and big equity houses are the fleas..., well more like ticks waiting for their victim to walk by. Bill I worked for a company that got sucked up by such a group.... Guess who lost.

Us smaller investors, barely match the buying power the big institutional buyers have through their sheer power. If one of those bigger investment houses breaks wind, the market can drop in a second especially with today's quick acting investment systems that watch the market indices and reacts instantly. This isn't the same as it was back in the old days. The big investment houses with majority stake in the shareholder deal will want the best for their client which means the best price they can get out of CPR...

This deal isn't done yet, and I doubt CPR will walk away with its tail between its legs. John

John, in regards to your comment in the above posting on the power of the large banks and insurance companies etc, then it is these very institutions which invest the savings of almost all of us within the stock market. Even if a person's only savings are by way of paying their monthly life savings insurance then that premium payment has to be invested.

in the above, through the banks, insurance companies and capital investment institutions millions of small savers have their equity holding no matter how small placed in companies quoted on stock markets around the world, usually without the savers knowledge of where their money has finally been placed. Huge institutions such as Barclays Capital invest the savings of persons and institutions both large and small so as to provide a return for those investors and savers on maturity or when required, and that is the way of the capitalist world that we all live in.

In regards to the takeover of Norfolk southern by Canadian Pacific, it would seem that the board of NS are now relying on the competitions regulator to protect them from what they see as a hostile bid. The foregoing may well save them from the takeover and CP may then have to walk away. However, Norfolk Southern are seen by many analysts in the financial world as underperforming and therefore may well be subject to further hostile takeover bids even if Canadian Pacific disappear from the picture.

Therefore, is it not better that Norfolk southern be taken over by another railroad company who would have their main interest in preserving the full infrastructure of NS (less senior management and boardroom) rather than have a hostile takeover by a venture Capital Group which are often made up of a select group of very wealthy individuals. All too often these groups only interest is to break up any company they acquire and sell off its land holding assets and buildings purely for the quick profit release it gives them on their investment.

In the above,the competition regulator would be unable to do anything in regard to that situation. Something for the supporters of Norfolk southern should think about?

Bill
 
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First off, let me point out that CP does have a steam program of it's own, even if it is small. They also readily allow excursions and other events to take place over their rails.

Now, allow me to repost something that I posted over on another board:


CP is close to home for me. My dad used to do a lot of business in Calgary, so CP red wasn't an unfamiliar sight when I was growing up. That being said, NS has also been a pretty big part of my life. I've spent many a family fishing trip along the NS mainline near Tyrone PA, and their black and white diesels frequently run through to Boston on Pan Am Southern freights.

NS is doing fine financially. Their rebuild program and steam program wouldn't be as extensive as they are presently if they weren't doing well. Their main revenue drain currently is a motive power shortage due to increased traffic and an inability to purchase new locomotives from EMD and GE due to new EPA regulations.

This offer makes a lot of sense for CP. Their holdings in the US are limited at best, and their inability to currently rebuild and/or create new motive power is starting to drain on their resources as oil traffic loads increase due to the stagnation of the Keystone Pipeline. The ability to directly move traffic to the gulf coast and east coast would mean a tremendous increase in profit and fluidity in operations, and it would allow them to possibly one up their main competitor, CN. They aren't desperate, they're ambitious.

Unfortunately, this is a very, very bad idea.

The main problems preventing this from operating smoothly begin with the Surface Transportation Board. The STB has received similar merger proposals in the past, from railroads such as Union Pacific and Canadian National. This merger is no different than past proposals, which were plagued by problems in integrating corporate structure and operations, stock and dividend payout, and the considerations of many potential economic ramifications that the STB pushes proposals to include. Currently, the CP has none of that, and is even potentially violating STB rules by proposing that the two companies integrate operations before the merger concludes. Their monopolistic tendencies definitely would not sit well with US anti-trust law, which adds another ball of red tape and another hoop to jump through to the equation. Currently, the STB is investigating Harrison for possibly trying to influence NS to accept the deal, regardless of whether he was successful or not, which could prove to be his undoing. The STB doesn't usually relent, especially on international takeovers. Once they make a decision, they almost always stick to it until the proposal is altered to their liking.

The second major problem that stands in the way of a merger is international policy. There is currently a lot of red tape in the way of a smooth acquisition and merger of a US company of this size by a foreign enterprise. The CN takeovers of the IC, B&LE, and DMIR were plagued by issues of this kind, and those roads, in all respects, were small acquisitions. Currently, we are talking about two systems that are roughly the same size. Integrating and combining operations, union agreements, and company policies across international borders would be a nightmare, and remaining profitable through those years would be extremely tough, and shareholders know it. This might look good on paper, but any sensible board member would know that unless it goes perfectly, it could potentially be suicide.

Lastly, Norfolk Southern doesn't want the merger. In fact, they really don't want anything to do with CP anymore. NS is a powerful company, and there are many, many ways out of hostile takeovers, which means that unless CP convinces NS to agree, even in part, to a deal, there is little chance of a takeover of a corporation that size. Warren Buffet, especially, has driven up the stock price of NS tremendously in the past few months due to this threat, making the gamble of a takeover that much more risky, and making the idea of a takeover that much more unappealing to shareholders.


In the end, CP is a company. Companies inherently must seek profit in order to thrive. The motives and execution really aren't that different from what you'd expect from any respectable enterprise. They see an opportunity to gain a competitive advantage over their rivals, and so they jump at it at the first opportunity. They have the means to pursue this, and they have the drive, so they really have every right to make an attempt.

Personally, I'd like to see them remain separate companies. NS is personally my favorite modern road, and to see the black and white give way to scarlet red would be a disappointment. There isn't enough variety today, and we don't need more combinations. Competition is unfortunately dwindling, and having a company that large control so much would be unsettling, to say the least.
 
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The STB or Surface Transportation Board will have the ultimate say in this merger anyway, should it ever happen. This is a government entity that was formed after our Interstate Commerce Commission had outlived its usefulness with the Staggers Deregulation Act in the 1980s. What the STB does is review and approve all mergers, abandonments, and everything in between so in summary the merger may not happen anyway even if the stockholders agree.

Right now, at least in this country, and without getting into politics..., the big banks and Wall Street have too much power over the rest of the economy. It was they who stole from us and have been pushing the markets around with more money flowing upward to them and out of the economy as they prevent laws from being passed that would increase their regulation. In the 2008 Depression, many of us lost retirement savings and jobs along with that. I lost close to $275K from my retirement. I have nothing left. Gone because the company I was working for lost out as well and I needed to live off of what was left after paying tax penalties on the remaining cash. I needed to pay bills at the time because unemployment doesn't even cover food, or barely does... The venture capitalists, that put under those two companies, including the last one I worked for, sucked out any cash the last company had and left us high and dry. This sadly would probably happen in this case should CPR try to muster up the power.

In all honesty, Bill I do not want to see CPR take over NS. Instead I would rather see NS take over a local railroad here which they partnered with in the western half. This local company is the poster child of venture capitalists. Instead of reinvesting in the infrastructure and marketing new customers, this group has run the system right down. After NS formed the Pan Am Southern partnership with Pan Am Railways, the western half of the system needed to be brought up to running condition. PAR, formerly Guilford, had completely let the system rot because they do not invest in infrastructure at all. A good portion of the eastern portion of their lines is maintained by our local transit and commuter authority. PAR is responsible for all lines outside the transit region, and its these lines that fell into disrepair. The condition on this western end, which runs from Ayer Massachusetts to Rotterdam Jct. New York was down to 10 mph. NS put in over $100 million to bring the line up to running condition again, and this means 20-40 mph on a section that was once a 60 mph double-track mainline in many places with 40mph in slower portions due to the sharp curves.

So I hope you understand my disdain for the banks and investment entities.

John
 
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No offense John, but that is kinda getting political about it.

Private industry is supposed to have power in our economy, that's how it is supposed to work. Economic crashes happen, but to solely blame them on private enterprises is a bit misleading. Of the many factors, yes, Wall Street and venture capital firms were components of the most recent recession, but to look that narrow is missing many other important events leading up to it, such as the housing bubble. To only blame one component is not looking at the big picture. Don't forget, much of Wall Street and many big banks went under and/or lost money too.

Pan Am is a tricky situation. They are a railroad doing business in a section of the country that has done its best to do away with industry for the past three or four decades. Massachusetts drove CSX out of Boston, resulting in the closure of three yards and consolidation of services in Worcester. Pan Am is essentially doing business where there is none. Pan Am Southern only operates the portion of PAR where there is business to be had. Interchange traffic to the north is largely gone due to CP and CN having access to more profitable ports, and western traffic is starting to decrease as well. To keep the Pan Am line as a double track 60mph right of way would be foolish. There is simply not enough demand, and it is hard to invest in infrastructure when there is no funding/capital base to compensate for the money spent on refurbishing and restructuring right of way and equipment. Marketing and restructuring of the company did little to help their financial situation, and it is much better to keep operating at a reduced state than close the company down for good and abandon all operations.

While times have been rough on Pan Am, this NS partnership seems to be the one thing that can really save them. Pan Am as a whole is pretty much useless now. As I said before, Boston has shied away from industry as they pursue a more education-based internal economy, which leaves little for a freight railroad to do. Even before CSX was pushed out, their main yard (Beacon Park Yard) was little more than a staging yard for trash trains and one or two intermodal that happened to wander in there from time to time.

So before blaming venture capitalists, maybe look a little bit at economic situations and whatnot. Not to say that they are all good, some certainly have done their fair share of damage, but in the case of Pan Am, there may be a little bit more than meets the eye.
 
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Maybe we just don't trust CP, and don't want another runaway crude oil train catastrophe in our own back yard, like that of LacMagantic, Canada
 
Hi again everybody.
The big problem for NS in their company report(s) and has been for several years is the position of their financial gearing (investment and borrowing v returns on that). The forgoing is the reason why the share price of Norfolk Southern is one third below that of Canadian Pacific which is a comparable size railroad company but with much better financial gearing. The one third differential in stock market value is this weeks valuation even with the CP offer included in the considerations.

Should Canadian Pacific withdraw their offer bid then the NS stock market valuation of the companies shares would fall back to pre offer prices making Norfolk Southern vulnerable to takeover by an internal US company perhaps not interested in the assets for rail use as I stated in my above posting. If anyone thinks that NS are to big for an assets driven takeover, then just look at the record of the British Steel Corporation in regard to hostile acquisition and asset striping over the last few years. They have gone from a company who produced nearly all of the UKs steel to a company that no longer exists in that name and Britain now has very little capacity to produce its own steel with nearly all production plants closed and their steel making moved overseas.

Even though Canadian Pacific is a foreign company it is a railroad company interested in keeping NS running in that capacity. Remember the old adage "never look a gift horse in the mouth".

Bill
 
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The coined phrase: "Never look a gift horse in the mouth" means that if someone is giving away a "free horse", you should not question its dental condition ... that instead you should just take the horse unconditionally without questioning the horses physical condition ... instead of saying: No, I changed my mind, he's got bad teeth. People continually screw up coined phrases ... that's why no one is allowed to coin new phrases anymore, since the early centuries invented them.
 
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Hi again everybody.
The big problem for NS in their company report(s) and has been for several years is the position of their financial gearing (investment and borrowing v returns on that). The forgoing is the reason why the share price of Norfolk Southern is one third below that of Canadian Pacific which is a comparable size railroad company but with much better financial gearing. The one third differential in stock market value is this weeks valuation even with the CP offer included in the considerations.

Should Canadian Pacific withdraw their offer bid then the NS stock market valuation of the companies shares would fall back to pre offer prices making Norfolk Southern vulnerable to takeover by an internal US company perhaps not interested in the assets for rail use as I stated in my above posting. If anyone thinks that NS would are to big for an assets driven takeover, then just look at the record of the British Steel Corporation in regard to hostile acquisition and asset striping over the last few years. They have gone from a company who produced nearly all of the UKs steel to a company that no longer exists in that name and Britain now has very little capacity to produce its own steel with nearly all production plants closed and their steel making moved overseas.

Even though Canadian Pacific is a foreign company it is a railroad company interested in keeping NS running in that capacity. Remember the old adage "never look a gift horse in the mouth".

Bill

In that respect, yes. I wouldn't mind CPR then having NS. I remember reading that about NS long before the merger talks. They basically leveraged their house to the hilt.

Remember how I feel about venture capitalists and the investment banks... They "do what's best for their stakeholder's interests".
 
Maybe we just don't trust CP, and don't want another runaway crude oil train catastrophe in our own back yard, like that of LacMagantic, Canada


That wasn't CPR... That was what became of the BAR or Bangor and Aroostook, or their main company that bought them and ran everything on a shoestring budget with nothing underneath.
 
Never the less ... It was still a CP train, with CP locomotives, and originated via CP rails, and was parked on MM&A trackage
 
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