Supplement | HBS Case Collection | April 1998 (Revised May 2001)

Acquisition of Consolidated Rail Corporation (B), The

by Benjamin C. Esty, Lori A. Flees and Mathew M Millett


Eight days after CSX announced it was going to buy Consolidated Rail (Conrail) for $88.65 per share, Norfolk Southern made a hostile $100 per share bid for Conrail. Over the next several months, the potential acquirers upped their bids while exchanging criticism in the popular press, prompting analysts to call this one of the nastiest takeover battles of the 1990s. The case is set in January 1997, just before Conrail shareholders are scheduled to vote on the proposed deal with CSX. It analyzes the trend toward consolidation in the U.S. railroad industry, the bidding war for Conrail, and the various provisions in Pennsylvania's anti-takeover laws, which restrict the market for corporate control. It also explores the strategic and financial implications of a bidding war and challenges the assumption that failure to acquire is a zero net present value endeavor. Finally, it examines the nature of and economic basis for regulating the market for corporate control.

Keywords: Law; Valuation; Rail Transportation; Bids and Bidding; Governance Controls; Mergers and Acquisitions; Business Strategy; Corporate Finance; Rail Industry; United States;


Esty, Benjamin C., Lori A. Flees, and Mathew M Millett. "Acquisition of Consolidated Rail Corporation (B), The." Harvard Business School Supplement 298-095, April 1998. (Revised May 2001.)