UP, NS shareholders to vote next week on merger plan

Union Pacific Railroad and Norfolk Southern Railway will hold special meetings of their shareholders next week to vote on UP's proposed acquisition of NS, which would create the nation's first transcontinental railroad.

The meetings will be held Nov. 14 on the merger agreement as outlined in the companies' joint proxy statement and prospectus, according to a Nov. 6 filing with the U.S. Securities and Exchange Commission. 

On July 28, the UP and NS boards agreed to the proposed merger in an $85 billion deal. In addition to shareholders' approval, the proposal must be reviewed and approved by the Surface Transportation Board. UP officials have said they expect to file an application with the STB in the coming weeks.

So far, three lawsuits challenging the proposed combination have been filed in New York Supreme Court, according to the SEC filing: Welsh v. Norfolk Southern Corp. was filed Oct. 23; Scott v. Norfolk Southern Corp. was filed Oct. 24; and Siegel v. Dillon was filed Oct. 26. 

In addition, UP and NS have each received demand letters from certain purported shareholders that allege deficiencies or omissions in the registration statement. The letters allege joint proxy statement/prospectus contains certain disclosure deficiencies or incomplete information about the merger. UP and NS officials believe the allegations are without merit, according to the filing.