Burlington Northern Santa Fe Corp.

Summary of Case:

Summary of the Investigation:


Scott + Scott is investigating the proposed terms of the acquisition of Burlington Northern Santa Fe Corp. (NYSE:BNI) by Berkshire Hathaway announced on November 3, 2009.  Under the terms of the proposed acquisition agreement, Berkshire Hathaway will purchase the remaining shares of BNI that it does not currently own for $100 a share.  Berkshire Hathaway already owns over 23 percent of BNI.  The agreement was reportedly finalized over the past ten days, and the Burlington Northern Board of Directors made no effort shop the Company for a higher bidder.  In fact, in addition to agreeing to a $264 million "termination fee" if another bidder steps forward- significantly increasing the dollar price competing bidders must pay just to obtain the price already promised to Berkshire- the Burlington Northern Board further contractually bound the Company to not seek a higher offer.

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