Jump to content


Photo

Ancora Holdings takeover bid for Norfolk Southern


  • Please log in to reply
29 replies to this topic

#1 CNJRoss

CNJRoss

    Administrator

  • Admin
  • PipPip
  • 43535 posts
  • Gender:Male
  • Location:Fairfax, VA

Posted 02 February 2024 - 05:49 PM

Trains News Wire

 

 
Activist investor’s plans to oust Norfolk Southern’s CEO alarm Surface Transportation Board chairman

 

By Bill Stephens | February 1, 2024

 

Martin J. Oberman says Wall Street is inviting additional regulation and legislation if a proxy fight at NS means a return to a short-term focus on cost-cutting at the expense of service and growth

 

WASHINGTON — Surface Transportation Board Chairman Martin J. Oberman says he’s concerned about reports that an activist investor plans to launch a proxy fight to oust Norfolk Southern CEO Alan Shaw.

 

“Is this an investor whose goal it is to reinstate the bad old days when the marching orders to the C-suite were to cut, cut, cut? That would be bad,” Oberman said in an interview with Trains today. “We’re just trying to rebuild the system and it’s been a long, slow process to get there.”

 

Cleveland-based Ancora Holdings has amassed a $1 billion stake in Norfolk Southern and aims to wrest control of the company’s board and replace Shaw, according to a report in the Wall Street Journal. Ancora has met with NS to express its displeasure with the way the railroad handled its response to the East Palestine, Ohio, hazardous materials derailment last year as well as missing its financial targets.

 

 

Continue here.  



#2 CNJRoss

CNJRoss

    Administrator

  • Admin
  • PipPip
  • 43535 posts
  • Gender:Male
  • Location:Fairfax, VA

Posted 02 February 2024 - 07:08 PM

Railway Age, 2/1/24

 
Commentary
  • February 01, 2024
Report: Activist Investor Attempting NS Takeover

 

Written by Jason Seidl, Matt Elkott, Elliot Alper and Uday Khanapurkar, TD Cowen

 

According to an unsubstantiated late-Jan. 31 Wall Street Journal article, an investor group led by activist Ancora Holdings Group, LLC intends to run a proxy fight and replace Norfolk Southern President and CEO Alan Shaw. Ancora has reportedly built a position in NS and would likely try to take control of the Board to enact management and operational changes. We highlighted this as the number one risk in our downgrade earlier this week. NSC was up ~5% (about $15) after hours.

 

Ancora has reportedly built a $1 billion position in NSC and looks to remove Shaw. NSC has struggled to get itself back on track, and as we highlighted in our downgrade earlier this week, has significantly underperformed vs. its East Coast peer CSX. The article suggests that John Kasich, the former Republican governor of Ohio who led multiple rail initiatives, or Sameh Fahmy, a former executive at Kansas City Southern, CSX and CN, could be Board nominations. The WSJ states that Ancora has met with NSC management in recent weeks.

 

Recall our downgrade earlier this week where we stated: “Given the company’s underperformance vs. its peer group, we wouldn’t be surprised to see an activist step into the arena; pressure on the Board could lead to (1) a more rigorous cost-cutting effort, and (2) changes at the upper management level—such changes may give investors more conviction in NSC’s ability to close the gap between the U.S. Class I’s.”

 

SNIP

 

Now, here’s my two cents’ worth: This move by Ancora is not about Norfolk Southern improving operations, growing business, becoming safer or strengthening relations with its employees. It’s all about money, making a quick buck and walking away—period. NS shareholders have already profited from that single Wall Street Journal article. NS shares rose 5% in after-hours trading on Jan. 31, and by close of business Feb. 1 were up 9.1% Surprise, surprise, surprise! as Gomer Pyle used to say on TV. – William C. Vantuono

 

 

Continue here.  



#3 CNJRoss

CNJRoss

    Administrator

  • Admin
  • PipPip
  • 43535 posts
  • Gender:Male
  • Location:Fairfax, VA

Posted 20 February 2024 - 01:05 PM

Progressive Railroading, 2/20/24

 
Investor group proposes new leaders for Norfolk Southern

 

An investor group led by Ancora Holdings Group LLC, which holds a large equity stake in Norfolk Southern Corp., today announced the nomination of eight independent candidates for election to the NS board. The group also announced two proposed new leaders at NS: former United Parcel Service Inc. executive Jim Barber Jr. and former CSX executive Jamie Boychuk.

 

SNIP

 

In a press release issued today, the investor group cited the NS board's "poor decisions with regard to the company’s leadership, safety priorities and strategy" in explaining its decision to pursue changes at the Class I. Under Shaw's leadership, NS has delivered "industry-worst operating results, sustained share price under performance and a tone-deaf response" to the February 2023 NS train derailment in East Palestine, Ohio, the investor group claimed.

 

 

More here.  



#4 CNJRoss

CNJRoss

    Administrator

  • Admin
  • PipPip
  • 43535 posts
  • Gender:Male
  • Location:Fairfax, VA

Posted 21 February 2024 - 10:26 AM

Reuters, 2/20/24

Ancora-led group wants new CEO, COO at Norfolk Southern; nominates board members

 

Feb 20 (Reuters) - A group of investors led by Ancora Holdings on Tuesday said it had proposed replacing Norfolk Southern's (NSC.N), opens new tab top management, including its CEO, and nominated eight directors to the railroad operator's board.
The investor group, which holds a "large equity stake" in the company, aims to replace CEO Alan Shaw with former United Parcel Service (UPS.N), opens new tab executive Jim Barber and COO Paul Duncan with Jamie Boychuk, a former executive at CSX Corp (CSX.O), opens new tab.
SNIP
"Norfolk Southern, which has exceptional rail workers and the country's best customers, has suffered for years due to its board's poor decisions with regard to the company's leadership," the investor group said.
The candidates for the board include several railroad industry veterans and former Ohio governor and congressman John Kasich.


#5 CNJRoss

CNJRoss

    Administrator

  • Admin
  • PipPip
  • 43535 posts
  • Gender:Male
  • Location:Fairfax, VA

Posted 21 February 2024 - 10:33 AM

International Railway Journal, 2/21/24

 

Ancora launches takeover bid for Norfolk Southern

 

 

Investor group says NS is suffering from poor leadership and has proposed new CEO.

 

 

ANCORA Holdings, an Ohio-based investor group, has launched a formal bid to take over Norfolk Southern (NS), which says is now the worst-performing of the US Class 1 freight railways.

 

According to Ancora, NS is “issue-plagued” and its response to the East Palestine derailment on February 3 2023 is a microcosm of the company’s “failed strategy, insufficient accountability and lack of oversight of poor leadership.”

 

The group recently acquired an equity stake in NS worth over $US 1bn. It is now proposing eight new independent directors who would appoint “as expeditiously as possible” a new CEO to replace Mr Alan Shaw at the head of NS, as well as a new chief operating officer (COO).

 

 

Continue here.  



#6 CNJRoss

CNJRoss

    Administrator

  • Admin
  • PipPip
  • 43535 posts
  • Gender:Male
  • Location:Fairfax, VA

Posted 21 February 2024 - 05:41 PM

The Loadstar, 2/21/24

 
Ancora launches boardroom bid for control of NS rail operations

 

Investor group Ancora Holdings has stepped up its drive to oust Norfolk Southern Railway’s (NS) leadership.

 

Less than a month after taking a $1bn stake in the Class I rail carrier, Ancora has proposed eight candidates for the NS board from its own ranks to replace CEO Alan Shaw and others.

 

Ancora claimed its own leadership could drive up the NS share price by about 65%, to $420.

 

 

Continue here.  



#7 CNJRoss

CNJRoss

    Administrator

  • Admin
  • PipPip
  • 43535 posts
  • Gender:Male
  • Location:Fairfax, VA

Posted 25 February 2024 - 07:51 PM

Progressive Railroading, 2/21/24

 
NS CEO Shaw defends company strategy in letter to employees

 

Ancora Holdings Group's push to overhaul Norfolk Southern Railway's (NS) board and top management "does not change our daily objectives to run operations reliably, consistently and productively," NS President and CEO Alan Shaw said yesterday in a letter to company employees.

 

Shaw was responding to Ancora's announcement yesterday that it was nominating eight independent candidates for election to the NS board and proposing candidates to replace Shaw and the company's chief operating officer. The investor group, which holds a large equity stake in NS, cited what it views as the board's "poor decisions with regard to the company’s leadership, safety priorities and strategy."

 

In his letter, Shaw said the company is "fully committed" to implementing the strategy the company deployed in December 2022, as well as making the railroad safer.  . . .

 

 

Continue here.  



#8 CNJRoss

CNJRoss

    Administrator

  • Admin
  • PipPip
  • 43535 posts
  • Gender:Male
  • Location:Fairfax, VA

Posted 26 February 2024 - 07:48 AM

Progressive Railroading, February 2024

 
STB Chair Oberman: NS takeover could be a 'huge detriment' to the rail industry

 

Surface Transportation Board Chairman Martin Oberman is concerned about the potential of activist investors succeeding in their effort to replace Norfolk Southern Corp.'s top leadership in favor of a short-term strategy of cost-cutting and workforce reductions to boost profits.

 

Such a strategy would be "a huge detriment" for the entire rail industry if activist investor Ancora Holdings Group LLC succeeds in its takeover attempt at NS, Oberman said during an interview with Progressive Railroading on Feb. 23. Oberman emphasized he was speaking for himself and not the entire STB.

 

"At least for the last three years since I've been chairman, the board has been struggling with the effects of the Wall Street pressure move that began 10 or 12 years ago to press railroads into cutting resources substantially. The euphemism given to it was PSR, precision scheduled railroading," he said. 

 

For the most part, PSR has served as an excuse to cut resources, particularly labor, but also to place railroads under constant pressure to reduce capital expenditures, with Wall Street analyists constantly criticizing them if their operating ratios (OR) were too high, Oberman said.

 

"There's been a general pressure in the industry to reduce the output of these railroads. And in general, it has really cost the country a great deal in terms of being a depressant on the economy," he added.

 

SNIP

 

As the Class Is worked to improve service over the past two years, a number installed new management and shifted to longer-term corporate strategies, the chairman noted. Had the STB not held its hearings in spring 2022, the Class Is might not have changed course, he believes.

 

"Norfolk Southern had been one of the leaders in shifting gears and building workforce and capital investment for the future. And now it's threatened to be punished for that activity by an activist investor," Oberman said. "If the activist investor succeeds at Norfolk Southern, it will be a huge detriment to the industry. It will have other CEOs looking over their shoulders. And it's just a very bad trend."

 

 

More here.  



#9 CNJRoss

CNJRoss

    Administrator

  • Admin
  • PipPip
  • 43535 posts
  • Gender:Male
  • Location:Fairfax, VA

Posted 26 February 2024 - 01:26 PM

Norfolk Southern news release

 
FEB. 20, 2024
ATLANTA

 

Norfolk Southern statement on board of directors nominations
 

Reiterates commitment to building more resilient, productive railroad and driving long-term value

 

ATLANTAFeb. 20, 2024 /PRNewswire/ -- Norfolk Southern Corporation (NYSE: NSC) received notice that Ancora Holdings Group, LLC has nominated eight candidates to stand for election to the Norfolk Southern Board of Directors at the company's 2024 Annual Meeting of Shareholders.

 

Norfolk Southern issued the following statement:

 

The Norfolk Southern Board and management team are committed to acting in the best interests of the company and our shareholders.

 

As we consider all opportunities to enhance shareholder value, the perspectives of our shareholders are important to us. Since receiving Ancora's nominations, members of both the board and management team have held multiple discussions with representatives of Ancora to better understand their views and communicate Norfolk Southern's perspectives on the execution of our strategy. At Ancora's request, and in accordance with the board's normal process, members of the Governance and Nominating Committee and the board carefully evaluated and interviewed all of Ancora's nominees.

 

Board refreshment is integral to effective corporate governance, and we seek to ensure that our directors have the appropriate skills and experience to oversee our strategy and its execution. The Norfolk Southern Board is composed of highly qualified, independent directors. Each brings expertise in areas relevant to our business. 

 

The Norfolk Southern Board has maintained an ongoing process of refreshment, with six directors appointed to the board in the past five years. Since the 2023 Annual Meeting, the board has done and continues to do considerable work to evaluate new, independent director candidates. In July 2023, our newest independent directors, Admiral Philip Davidson, U.S. Navy (Ret.) and Francesca DeBiase, joined the board. Already, they have added significant operations experience and fresh perspectives on safety, supply chain integration, and sustainability.

 

Concurrent with those appointments, we announced that current directors Mitchell Daniels, Jr. and Michael Lockhart will retire from the board following our 2024 Annual Meeting. As part of the board's succession planning process, Norfolk Southern also announced the appointments of current directors Christopher Jones as Chair of the Safety Committee, succeeding Lockhart; and Jennifer Scanlon as Chair of the Governance and Nominating Committee, succeeding Daniels. Jones' appointment became effective September 1, 2023, and Scanlon's will become effective at or before Daniels' retirement.

 

The board continues to oversee management's successful execution of our strategy to balance safe and reliable service, continuous productivity improvement, and the pursuit of smart, sustainable growth. We are making disciplined investments in resiliency while driving efficiency, all to position our business to secure growth and strong incremental margins as the market recovers.

 

Coming out of the COVID pandemic, we dramatically improved our safety metrics and service product in each of the last two years. In fact, Norfolk Southern delivered record annual revenue in 2022. Indeed, we delivered our best intermodal service in over three years in fourth quarter 2023 and grew volumes in intermodal, which is our most service-sensitive business, by 5% on a year-over-year basis. We also significantly improved train velocity and dwell in fourth quarter 2023, with both metrics reaching their best levels in several years. We achieved these improvements despite the network disruptions we experienced last year.

 

While there is more work to do to recover from the short-term impacts to margins, customers are seeing our progress. They recognize our commitment to delivering consistent, reliable service and are awarding us new business. We are now implementing the same Scheduled Railroading operating principles that improved velocity and resilience in our intermodal network across our merchandise network, which accounts for 2/3 of our train starts. As we do so, we will reduce variability, complexity, and cost. That is our strategy in action.

 

With our balanced approach based on the operating principles of Scheduled Railroading, we are committed to delivering top-tier revenue and earnings growth at industry-competitive margins. We remain confident in our ability to further grow volumes, improve service, and deliver long-term value for Norfolk Southern as well as our shareholders and customers.

 

Since day one following the East Palestine derailment, members of the Norfolk Southern team have been on the ground working with members of the community, elected officials, and government agencies to support affected residents and businesses. We are proud of our response in East Palestine and the relationships we've built throughout the community. Norfolk Southern is making it right, delivering on our promises to fully and safely remediate the site and ensuring East Palestine and the surrounding communities thrive for the long-term.

 

More broadly, we are building upon our strong safety culture and furthering our performance. We are continuing to implement our six-point safety plan, installing cutting-edge digital train inspection portals, and incorporating feedback from our labor leaders. In September 2023, Norfolk Southern's independent safety consultant, Atkins Nuclear Secured, released its first report, which was shared with all 20,000 of our employees. Thanks to these efforts and others, we achieved a dramatic 42% reduction in our mainline accident rate year-over-year in 2023.

 

The board regularly evaluates its composition and will continue its careful review of Ancora's nominees with a focus on advancing our goal of building the safe, reliable, and resilient railroad our customers and shareholders expect. The board will present its formal recommendation on the nominees in the company's definitive proxy statement, which will be filed with the Securities and Exchange Commission and mailed to all shareholders eligible to vote at the 2024 Annual Meeting. 

 

The date of the company's 2024 Annual Meeting has not yet been announced. Norfolk Southern shareholders are not required to take any action at this time. 

 

 



#10 CNJRoss

CNJRoss

    Administrator

  • Admin
  • PipPip
  • 43535 posts
  • Gender:Male
  • Location:Fairfax, VA

Posted 26 February 2024 - 01:29 PM

Progressive Railroading, 2/26/24

 

NS urges shareholders to reject Ancora's nominees, proposes 2 new candidates

 

Norfolk Southern Corp. today announced a proposed board refresh with the nominations of two new candidates — former Amtrak and Delta Air Lines CEO Richard Anderson and former U.S. Sen. Heidi Heitkamp — among its slate of 13 nominees for the 2024 annual shareholders meeting.

 

NS filed its preliminary proxy materials as it fights a potential takeover by Ancora Holdings Group LLC, which has proposed an overhaul of NS leadership, including the replacement of NS President and CEO Alan Shaw.

 

In connection with its SEC filing, the NS board confirmed its “unanimous support for the company's strategy that  balances safe and reliable service, continuous productivity improvement and smart growth” under Shaw's leadership. The strategy is designed to deliver top-tier earnings per share and revenue growth at industry-competitive margins, NS officials said in a press release.

 

 

Continue here.






0 user(s) are reading this topic

0 members, 0 guests, 0 anonymous users