Jindal School of Management
The University of Texas at Dallas
FIN 6356 – Mergers & Acquisitions
Case Study 8 (CS8): Canadian Pacific’s Bid for Norfolk Southern (9-216-057)
Get the case study from your HBS course pack and answer the following questions:
1. Why does Canadian Pacific (CP) want to acquire Norfolk Southern (NS)? Do you believe
there is a compelling economic rationale for the merger?
2. What is the present value of the projected merger benefits in Table A as of December 31,
2015? Are the projections reasonable? How does the present value of the pre-merger
operational improvements compare to the post-merger combination synergies? (Please
assume a railroad WACC of 7.9% and a corporate tax rate of 36%.)
3. Using the data in case Exhibit 9b, analyze the changes in market values of CP and NS in
response to the rumors of a pending offer (11/06/15 – 11/09/15) and the initial CP offer
(11/17/15 - /11/18/15). Is the market’s reaction consistent with your valuation of the
projected merger benefits from Question 2?
4. What is the value of CP’s revised offer on December 8 (before CP “sweetened” its offer by
adding the CVR security)? In your analysis assume the following:
a. A valuation date of December 31, 2015, and year-end cash flows;
b. The stand-alone (pre-merger) value of CP and NS are $134 and $80 per share,
respectively;
c. NS shareholders approve the merger and the Surface Transportation Board (STB)
approves it;
d. Investors expect 100% of the projected merger benefits to be realized. What is the
value if investors expect none of the projected merger benefits to be realized?
e. NS must debt finance 100% of the cash portion of the revised offer ($32.86 per
share).
5. Why did CP include the CVR security in its “sweetened” offer on December 16? What is
CP’s motivation and how does the CVR sweeten the deal?
6. As a Norfolk Southern shareholder, would you accept CP’s “sweetened” offer?
This is an individual assignment. Guidelines on Written Assignments apply. Grading: pass/fail.
Last edited: August 22, 2022