Conrail Case Study

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The railroad industry is a mature market. The best option for growth is through mergers and acquisitions. By merging with Conrail, CSX would claim almost 70% of the Eastern market. By combining the rail networks CSX-Conrail would be able to offer long-haul routes between the Southern, Northeast, and Midwest ports. The combined entity would be able to consolidate overlapping operations which would reduce costs by an estimated $370 million by 2000. The cost savings would also be passed onto customers using the shorter routes between the Midwest and the South. By offering more competitive pricing an additional $180 million in operating income is expected through revenue increases. Part of this additional revenue is expected to be taken from Norfolk Southern. Mechanics and rationale of the two-tiered offer: Pennsylvania's Corporate Laws have very stringent antitakeover statutes. In order to get around some of these statutes the deal has been split into a two-tiered offer. First CSX will pay $92.50 per share in cash for the first 40% of the acquisition shares. This front-end offer will be separated into two stages. The first …show more content…

The average offer price per share as a multiple of EPS for recent railroad acquisitions is 17.22 times. If we multiply that by Conrail's expected EPS for 1997 of $5.69 we get an offer price per share of $97.98. This is substantially higher than the front-end cash offer from CSX of $92.50. We also looked at enterprise value as a multiple of EBITDA. The average for recent railroad acquisitions is and enterprise value of 10.58 times EBITDA. Conrail's EBITDA for the last four quarters is $1,017 million. This calculation gives us an enterprise value of $10,760 million. We calculated the two-tiered offer to be $8,185 million from CSX in Appendix 3. This is significantly lower than the estimated enterprise value calculated based on

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