Burlington Northern Santa Fe Corporation Declares Conditional Dividend
25 Janvier 2010 - 6:41PM
Business Wire
The Board of Directors of Burlington Northern Santa Fe
Corporation (“BNSF”; NYSE:BNI) has declared a conditional cash
dividend on the outstanding shares of BNSF common stock. The
dividend is expected to be paid on the closing date of the
previously announced merger of BNSF and a subsidiary of Berkshire
Hathaway Inc. (the “merger”), to BNSF shareholders of record as of
February 4, 2010. Payment of the dividend is contingent upon and
subject to the satisfaction or waiver of all closing conditions set
forth in the merger agreement executed in connection with the
merger.
If all of the closing conditions to the merger are satisfied or
waived, the dividend will be paid in an amount per share equal to
(1) the number of calendar days between (and including) December
15, 2009 and the closing date of the merger multiplied by (2)
$0.0044, rounded to the nearest $0.01 per share. For example, if
the merger closes on February 11, 2010, the dividend will amount to
$0.26 per share of BNSF common stock.
BNSF’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
definitive proxy statement of BNSF that also constitutes a
prospectus of Berkshire Hathaway relating to the proposed
transaction. On or about December 28, 2009, BNSF began mailing the
definitive proxy statement/prospectus to stockholders of record as
of the close of business on December 18, 2009. Investors are
urged to read the definitive proxy statement/prospectus (including
any amendments and supplements) and any other relevant documents
filed with the SEC because they contain important information about
BNSF, Berkshire Hathaway and the proposed transaction. The
registration statement and definitive proxy statement/prospectus
and other documents relating to the proposed transaction 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 stockholders 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 Stockholders 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
Stockholders 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 definitive 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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