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Csx - Contrail Cast Study Solution

Satisfactory Essays

1. What is CSX’s motive for buying Conrail? • Synergy effect with lower cost
The merged company could consolidate overlapping operations and reduce cost.
CSX estimated that cost reduction would yield an additional $370 million in annual operating income by the year 2000, net of merger costs.

• Expansion of market share by extending railroad network
Railroad industry is a mature market. The only option to grow is through acquisitions. In 1995, Conrail owned 29.4% of the Eastern rail freight market, and near monopoly control over Northeast. After merge, it would create the 2nd largest rail system in the U.S., as well as the largest rail system eastern of Mississippi River.

• Enhanced competitiveness
The combined rail …show more content…

CSX offers to buy the first 40% of Conrail's acquisition shares at $92.50 per share, and exchange shares in the ratio of 1.85619:1.0 for the remaining 60%. Before the announcement day, Conrail's stock price was $71. CSX is paying a much higher premium, so as to take a controlling interest from Contrail shareholders, who are expected to sell CSX their shares at $92.50, and also be willing to "opt-out" of the Pennsylvania statue before CSX could purchase more than 19.9% of the shares.

b. Choose any one of the various provisions in the merger agreement and explain the economic rationale for it and its implications for takeovers.

One provision of the merger agreement is the "no talk" clause, which forbids Conrail from pursuing merger discussions with any other party for a period of six months. This essentially forbids Conrail from soliciting other bids. yet if another offer did emerge, the Conrail board could consider the bid and possibly terminate its merger agreement with CSX under a number of conditions.

From economics perspective, once the target signs an agreement, if the target could still discuss with other party or provide confidential information to them, the other party who might be interested could raise a competing bid, and particularly aiming to beat current's buyer's bid. This provision reduces the buyer's risk of having a competitor who gets the agreement details or confidential information between the buyer and the target, and it also

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