Union Pacific said three lawsuits challenging the mergers have been filed in New York Supreme Court, and the company has also received demand letters from certain purported shareholders. Union Pacific believes the allegations are without merit and explained that the shareholders allege deficiencies and/or omissions in the Joint Proxy Statement/Prospectus and seek additional disclosures to remedy these purported deficiencies.

1. 01

   Union Pacific said three lawsuits challenging the mergers have been filed in New York Supreme Court, and the company has also received demand letters from certain purported shareholders. Union Pacific believes the allegations are without merit and explained that the shareholders allege deficiencies and/or omissions in the Joint Proxy Statement/Prospectus and seek additional disclosures to remedy these purported deficiencies.

2. 02

   Union Pacific said it is voluntarily supplementing the Joint Proxy Statement/Prospectus to moot disclosure claims and to preclude efforts to delay completion of the mergers. The company said it does not admit any culpability, liability or wrongdoing and specifically denies all allegations.

3. 03

   Union Pacific said in supplemental disclosures that Morgan Stanley applied AV / NTM Adjusted EBITDA ratios of 11.5x to 13.5x for Norfolk Southern and 12.5x to 14.5x for Union Pacific. The estimated NTM Adjusted EBITDA used was $6,663 million for Norfolk Southern and $13,664 million for Union Pacific, and the estimated net debt was $13.8 billion and $34.4 billion, respectively.

4. 04

   Union Pacific said in supplemental disclosures that BofA assumed approximately 27.5% pro forma ownership, based on 225.152 million shares of Union Pacific common stock estimated to be issued to holders of Norfolk Southern common stock in the mergers. BofA assumed incremental transaction net debt of $20.4 billion and $88.82 per share in cash consideration.

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AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

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