Major Case Questions:

1. Why does Canadian Pacific want to acquire Norfolk Southern? Do you believe there is 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) values 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 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?