Norfolk Southern Corporation · NYSE:NSC
Norfolk Southern — Merger or Acquisition (September 2025)
6 slides from Norfolk Southern's merger presentation, Sep 30, 2025
Slide 1: Investor Update 2025: Shareholder Engagement
INVESTOR UPDATE 2025 Shareholder Engagement
Slide 2: No Offer or Solicitation; Forward-Looking Statements
NO OFFER OR SOLICITATION This communication is for informational purposes only and does not constitute, or form a part of, an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction i
Slide 3: Additional Information About the Transaction and Where to Find It
ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT In connection with the Transaction, Union Pacific filed the Registration Statement with the SEC, which includes a prospectus with respect to the shares of Union Pacific’s common stock to be issued in the Transaction and a joint proxy
Slide 4: Transaction with Union Pacific: Roadmap to Completion
TRANSACTION WITH UNION PACIFIC [Graphic Appears Here] Roadmap to Completion The Board of Directors of both Union Pacific and Norfolk Southern have unanimously approved the transaction Shareholders vote to approve the transaction NS and UP expect to file their application with the STB by late January
Slide 5: Transaction Overview
TRANSACTION OVERVIEW [Graphic Appears Here] Financial Terms Synergies & Value Creation Governance UP purchasing NS for an implied value of $320 per share; ~72% stock (1:1 share) and ~28% cash ($88.82/share) funded through cash on hand and new debt Premium of 25.0% to NS’s 30-trading day volume weigh
Slide 6: Benefits of Transaction
BENEFITS OF TRANSACTION [Graphic Appears Here] Benefits of Combined Company Benefits for NS Shareholders Combination of NS and UP creates America’s first transcontinental railroad, spanning over 50,000 miles across 43 states with access to 10 international interchanges and approximately 100 ports, e
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