Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - BURLINGTON NORTHERN SANTA FE, LLC | form8k.htm |
| EX-2.1 - AGREEMENT AND PLAN OF MERGER - BURLINGTON NORTHERN SANTA FE, LLC | ex2-1.htm |
Exhibit
99.1
 |
 |
|
BNSF Investor
Contact: Linda Hurt
|
Berkshire
Hathaway Contact:
|
|
(817)
352-6452
|
Marc
Hamburg
|
|
402-346-1400
|
|
|
BNSF Media
Contact: John Ambler
|
|
|
(817)
867-6407
|
BERKSHIRE
HATHAWAY INC. TO ACQUIRE BURLINGTON NORTHERN SANTA FE CORPORATION (BNSF) FOR
$100 PER SHARE IN CASH AND STOCK
BNSF
will continue to operate from its Fort Worth, TX headquarters and will become a
wholly owned subsidiary of Berkshire Hathaway
FORT WORTH, TX /
OMAHA, NE – Nov. 3, 2009 – The boards of directors of Berkshire Hathaway Inc.
(NYSE: BRK.A;BRK.B) and Burlington Northern Santa Fe Corporation (BNSF; NYSE:
BNI) today announced a definitive agreement for Berkshire Hathaway to acquire
for $100 per share in cash and stock the remaining 77.4 percent of outstanding
BNI shares not currently owned to increase its holdings to 100
percent. Based on the number of outstanding BNI shares (including
shares currently owned by Berkshire) on Nov. 2, 2009, the transaction is valued
at approximately $44 billion, including $10 billion of outstanding BNSF debt,
making it the largest acquisition in Berkshire Hathaway history.
“Our country’s
future prosperity depends on its having an efficient and well-maintained rail
system,” said Warren E. Buffett, Berkshire Hathaway chairman and chief executive
officer. “Conversely, America must grow and prosper for railroads to
do well. Berkshire’s $34 billion investment in BNSF is a huge bet on that
company, CEO Matt Rose and his team, and the railroad industry.
“Most important of
all, however, it’s an all-in wager on the economic future of the United States,”
said Mr. Buffett. “I love these bets.”
“We are thrilled to
have the opportunity to become a part of the Berkshire Hathaway family,” said
Matthew K. Rose, Burlington Northern Santa Fe chairman, president and chief
executive officer. “We admire Warren’s leadership philosophy supporting
long-term investment that will allow BNSF to focus on future needs of our
railroad, our customers and the U.S. transportation infrastructure. This
transaction offers compelling value to our shareholders and is in the best
interests of all of our constituents including our customers and
employees.”
- More
-
-2-
Terms of the
Transaction
The definitive
agreement provides that each share of BNI common stock will at the election of
the shareholder be converted into the right to receive either (i) a cash payment
of $100.00 or (ii) a variable number of shares of Berkshire Hathaway Class A or
Class B common stock, subject to proration if the elections do not equal
approximately 60 percent in cash and 40 percent in stock. The stock component of
the consideration is subject to a “collar” whereby the value of each Berkshire
Hathaway share received is fixed at $100.00 if the price of Berkshire Hathaway
Class A stock at closing is between approximately $80,000.00 and approximately
$125,000.00 per share. If the value of Berkshire Hathaway Class A stock is
outside of this collar range at closing, then the number of shares received of
Berkshire Hathaway Class A stock will be fixed at either 0.001253489 per BNI
share for values below the collar range, or 0.000802233 per BNI share for values
above the collar range. The shareholder may receive Class A or, in lieu of
fractional Class A shares, equivalent economic value of Class B Berkshire
Hathaway shares, subject to certain limitations as described in the definitive
agreement.
The transaction
requires approval by holders of two-thirds of BNI’s outstanding shares (other
than shares held by Berkshire Hathaway), and customary closing conditions,
including Department of Justice review. Closing is expected to occur
during the first quarter of 2010.
BNSF Railway
Company will continue to focus on providing outstanding service to its customers
from its Fort Worth, TX, headquarters. Included in the transaction are all
assets and subsidiaries of BNSF.
Goldman, Sachs
& Co. and Evercore Partners, Inc. acted as financial advisors to BNSF and
the company’s legal counsel is Cravath Swaine & Moore
LLP. Berkshire Hathaway’s transaction counsel is Munger, Tolles &
Olson LLP.
At 8:30 a.m.
eastern, BNSF executive management will conduct a briefing for investors and
other interested parties. The briefing will be Web cast and available via the
investor relations section of www.bnsf.com. The
call in number is (800) 398-9367 and the replay number is (USA) (800) 475-6701,
(International) (320) 365-3844, and access code 122409. The briefing will not
include a question and answer session.
BNSF
is a holding company and through its principal operating subsidiary, BNSF
Railway Company, BNSF owns and manages one of the largest railroad systems in
North America.
Berkshire
Hathaway Inc. is a holding company owning subsidiaries engaged in a
number of diverse business activities including property and casualty insurance
and reinsurance, utilities and energy, manufacturing, retailing and services. .
.
-
More –
-3-
Forward-Looking
Statements
Statements
contained herein concerning projections or expectations of financial or
operational performance or economic outlook, or concerning other future events
or results, or which refer to matters which are not historical facts, are
"forward-looking statements" within the meaning of the federal securities
laws. Similarly, statements that describe BNSF’s or Berkshire
Hathaway’s objectives, expectations, plans or goals are forward-looking
statements. Forward-looking statements include, without limitation,
BNSF’s or Berkshire Hathaway’s expectations concerning the marketing outlook for
their businesses, productivity, plans and goals for future operational
improvements and capital investments, operational performance, future market
conditions or economic performance and developments in the capital and credit
markets and expected future financial performance. Forward-looking
statements also include statements regarding the expected benefits of the
proposed acquisition of BNSF by Berkshire Hathaway. Forward-looking statements
involve a number of risks and uncertainties, and actual results or events may
differ materially from those projected or implied in those
statements.
Important factors
that could cause such differences include, but are not limited to: adverse
changes in economic or industry conditions, both in the United States and
globally; continuing volatility in the capital or credit markets and other
changes in the securities and capital markets; changes affecting customers or
suppliers; competition and consolidation in the industries in which BNSF and
Berkshire Hathaway compete; labor costs and labor difficulties; developments and
changes in laws and regulations; developments in and losses resulting from
claims and litigation; natural events such as severe weather, fires, floods and
earthquakes or acts of terrorism; changes in operating conditions and costs; and
the extent of BNSF’s or Berkshire Hathaway’s ability to achieve their
operational and financial goals and initiatives. In addition, the
acquisition of BNSF by Berkshire Hathaway is subject to the satisfaction of the
conditions to the completion of the acquisition and the absence of events that
could give rise to the termination of the merger agreement for the acquisition,
and the possibility that the acquisition does not close, and risks that the
proposed acquisition disrupts current plans and operations and business
relationships, or poses difficulties in employee retention.
We caution against
placing undue reliance on forward-looking statements, which reflect our current
beliefs and are based on information currently available to us as of the date a
forward-looking statement is made. We undertake no obligation to
revise forward-looking statements to reflect future events, changes in
circumstances, or changes in beliefs. In the event that we do update
any forward-looking statements, no inference should be made that we will make
additional updates with respect to that statement, related matters, or any other
forward-looking statements. Any corrections or revisions and other
important assumptions and factors that could cause actual results to differ
materially from our forward-looking statements, including discussions of
significant risk factors, may appear in BNSF’s or Berkshire Hathaway’s public
filings with the Securities and Exchange Commission (the “SEC”), which are
accessible at www.sec.gov, and which you are advised to consult.
- More
-
Additional
Information
In
connection with the proposed transaction, Berkshire Hathaway will file with the
SEC a registration statement that will include a proxy statement of BNSF that
also constitutes a prospectus of Berkshire Hathaway relating to the proposed
transaction. Investors are urged to read the
registration statement and proxy statement/prospectus and any other relevant
documents filed with the SEC when they become available, because they will
contain important information about BNSF, Berkshire Hathaway and the proposed
transaction. The registration statement and proxy
statement/prospectus and other documents relating to the proposed transaction
(when they are available) can be obtained free of charge from the SEC’s website
at www.sec.gov, Berkshire Hathaway’s website at www.berkshirehathaway.com and
BNSF’s website at www.bnsf.com. In addition, these documents (when
they are available) can also be obtained free of charge from Berkshire Hathaway
upon written request to Corporate Secretary or by calling (402) 346-1400, or
from BNSF upon written request to Linda Hurt or John Ambler or by calling (817)
352-6452 or (817) 867-6407.
BNSF, Berkshire
Hathaway and certain of their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from shareholders in
connection with the proposed transaction under the rules of the
SEC. Information regarding the directors and executive officers of
BNSF may be found in its 2008 Annual Report on Form 10-K filed with the SEC on
February 13, 2009 and in its definitive proxy statement relating to its 2009
Annual Meeting of Shareholders filed with the SEC on March 16,
2009. Information regarding the directors and executive officers of
Berkshire Hathaway may be found in its 2008 Annual Report on Form 10-K filed
with the SEC on March 2, 2009 and in its definitive proxy statement relating to
its 2009 Annual Meeting of Shareholders filed with the SEC on March 13,
2009. These documents can be obtained free of charge from the sources
indicated above. Additional information regarding the interests of
these participants will also be included in the registration statement and proxy
statement/prospectus regarding the proposed transaction when it is filed with
the SEC.