Business Brief: CSX Board To Consider Possible Takeover Friday

Feb 6, 2017

Credit Nate Beal / Wikimedia Commons

This week, the board of the Jacksonville-based CSX railroad will consider a company takeover.

CSX is the largest publicly owned company in town and North America’s third-largest railroad, valued at $43 billion. About 3,500 employees work for the company in Northeast Florida.


Former Canadian Pacific railroad CEO Hunter Harrison and his affiliated hedge fund, Mantle Ridge, are targeting CSX.  

Harrison approached CSX twice in recent years with an offer to merge with Canadian Pacific but was rebuffed. Now, according to the Wall Street Journal, he’s meeting with CSX board members to negotiate the terms of a takeover. It’s reported Harrison wants to name at least three new board members at a meeting set for Friday, Feb. 10, and effectively take control of the company and become the CEO, replacing current CEO Michael Ward.

Don Capener, the dean of Jacksonville University’s Davis College of Business, says although he’s not super familiar with the terms of the deal, based on the history of other takeovers, Jacksonville should be wary.

“It’s a real concern because any time there’s a new CEO, there’s always talk about staff cuts, relocating certain divisions or parts of the business—heaven forbid there’d be talk of moving the headquarters,” he said. “So there’s always concern for good reason because it wouldn’t be the first time when a new CEO came in that there were drastic changes.”

One of the interesting things here is Ward is generally acknowledged as a strong leader who brought CSX into increased prominence and profitability over his tenure.

But the company has suffered a decrease in coal shipments because fewer electric utilities are burning coal. At the same time, Hunter Harrison is given credit for making Canadian Pacific a much more efficient, and therefore profitable, railroad, and he’s making the case he can do the same at CSX.

Capener says there could be another factor in play: the departure in 2015 of former CSX Financial Officer Oscar Munoz, who left to become CEO of United Airlines. Munoz was widely considered to be the heir apparent to Michael Ward, but he’s not available anymore.

“There’s a lot of speculation about what this would mean in terms of the other executives who would be left there to work with the new CEO, and would he bring in an entirely new team and clean house? All kinds of speculation happens during these scenarios,” he said.    

It has been noted by stock analysts that CSX was expected to put up more of a fight than it seems to be doing, which could mean there’s a good degree of support on the board to hear out Harrison’s proposal. The board could vote Friday to extend the deadline to name new board members, or it could accept or reject the takeover plan on the spot.

People think it’s significant we are not hearing many of the usual steps that are taken when a corporation is hostile to a takeover, such as adopting “poison pill” measures that would make a takeover financially unappealing. From that perspective, this deal may be a go.