-
If you are currently an investor in shares of Burlington Northern Santa Fe Corporation (NYSE:BNI), and purchased the shares before November 03, 2009, and / or have additional information relating to the investigation, you should contact the Shareholders Foundation, Inc.
-
To have your information reviewed for options and to receive notifications about this case, please send an email to mail@shareholdersfoundation.com, or call us at (858) 779-1554.
Lawsuit Overview
An investor in Burlington Northern Santa Fe Corporation has filed a lawsuit in Texas State Court on behalf of current investors Burlington Northern Santa Fe Corporation (Public, NYSE:BNI), who purchased the BNI shares before November 03, 2009, over potential breaches of fiduciary duty in connection with an alleged unfair takeover price.
On Nov. 3, 2009, the boards of directors of Burlington Northern Santa Fe Corporation (BNI) and Berkshire Hathaway announced an agreement for Berkshire Hathaway to acquire BNI for $100 per share in cash and stock. The transaction is valued at approximately $44 billion.
The complaint alleges, among other things, that the defendants engaged in secret negotiations and the board of Burlington Northern agreed to coercive deal lock-up provisions by agreeing to a matching right, a no-solicitation provision and a termination fee of $264 million.
In addition, the plaintiff alleges besides that the takeover is belatedly disclosed to the market that defendants’ personal gain will arise out of the shareholder approval. One director alone will receive $7.4million in change in control benefits even if nobody – including him – loses their jobs and each director defendant holds about 12,000 restricted stock units paid at the end of 2008.
Shares of Burlington Northern Santa Fe Corporation traded at about $77.50 per share the day before the announcement and at about $97.50 per share after the news. BNI reached $107.40 per share in August 2008 and $113.05 per share in May 2008.
Burlington Northern Santa Fe Corporation reported in 2007 Total Revenue of $15.802billion with a Net Income of $1.829billion and in 2008 Total Revenue of $18.018billion with a Net Income of $2.115billion. Burlington Northern Santa Fe Corporation, located in Fort Worth, Texas, is a holding company, through its subsidiaries, is engaged primarily in the freight rail transportation business. BNSF Railway Company (BNSF Railway) is Burlington Northern Santa Fe Corp’s principal operating subsidiary. BNSF Railway operates various facilities and equipment to support its transportation system, including its infrastructure and locomotives and freight cars. It also owns or leases other equipment to support rail operations, including containers, chassis and vehicles.