Burlington Northern Santa Fe Announces Date of Special Meeting of Stockholders for Merger with Berkshire Hathaway
10 Décembre 2009 - 6:23PM
Business Wire
Burlington Northern Santa Fe Corporation (BNSF; NYSE: BNI) today
announced that its Board of Directors has determined the date of
the special meeting of stockholders to vote on the adoption of the
merger agreement entered into by and among BNSF, Berkshire Hathaway
Inc. (Berkshire; NYSE: BRK.A; BRK.B) and a wholly owned subsidiary
of Berkshire, pursuant to which BNSF will be merged into a
subsidiary of Berkshire. The special meeting of stockholders will
take place at 9 a.m. CST, Thursday, Feb.11, 2010. Stockholders of
record at the close of business on Dec. 18, 2009, the record date
for the meeting, will be entitled to receive notice of, and vote
at, the special meeting.
Burlington Northern Santa Fe Corporation's subsidiary BNSF
Railway Company operates one of the largest North American rail
networks, with about 32,000 route miles in 28 states and two
Canadian provinces. BNSF Railway Company is among the world's top
transporters of intermodal traffic, moves more grain than any other
American railroad, carries the components of many of the products
we depend on daily, and hauls enough low-sulfur coal to generate
about ten percent of the electricity produced in the United States.
BNSF Railway Company is an industry leader in Web-enabling a
variety of customer transactions at www.bnsf.com.
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.
Additional Information
In connection with the proposed transaction, Berkshire Hathaway
has filed with the SEC a registration statement that includes a
preliminary proxy statement of BNSF that also constitutes a
prospectus of Berkshire Hathaway relating to the proposed
transaction. The registration statement has not yet become
effective. BNSF intends to mail to its stockholders a definitive
proxy statement/prospectus in connection with the proposed
transaction after the registration statement is declared effective.
Investors are urged to read the preliminary proxy
statement/prospectus (which is available now) and the definitive
proxy statement/prospectus (including any amendments and
supplements) and any other relevant documents filed with the SEC
(when they become available), because they contain important
information about BNSF, Berkshire Hathaway and the proposed
transaction. The registration statement and preliminary proxy
statement/prospectus (which are available now) and the definitive
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 Web site at www.sec.gov, Berkshire
Hathaway’s Web site at www.berkshirehathaway.com and BNSF’s Web
site at www.bnsf.com. In addition, these documents can also be
obtained free of charge from Berkshire Hathaway upon written
request to the 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 in the solicitation of proxies in connection with the
proposed transaction can also be obtained from the registration
statement and preliminary proxy statement/prospectus filed with the
SEC in connection with the proposed transaction, which may be
obtained free of charge from the sources indicated above.
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