Nov. 3 (Bloomberg) -- Berkshire Hathaway Inc. agreed to buy railroad Burlington 
Northern Santa Fe Corp. in the company's biggest takeover under Warren Buffett.

Buffett's firm will buy the 77.4 percent of the railroad it doesn't already own 
for $100 a share in cash and stock, valuing the transaction at about $44 
billion, including $10 billion in outstanding debt, Omaha, Nebraska-based 
Berkshire said in a statement today distributed by Business Wire. That compares 
with the railroad's closing price yesterday of $76.07.

"It's an all-in wager on the economic future of the United States," Buffett 
said in the statement.

Berkshire has been building a stake in the Fort Worth, Texas-based railroad for 
more than two years as Buffett looked for what he called an "elephant"-sized 
acquisition in which he could deploy his company's cash hoard, valued at more 
than $24 billion as of the end of June. Trains stand to become more competitive 
against trucks with fuel prices high, he has said.

"As oil prices go up, higher diesel fuel raises costs for rails, but it raises 
costs for its competitors, truckers, roughly by a factor of four," Buffett told 
shareholders in 2007 at his company's annual meeting. "There could be a lot 
more business there than there was in the past."

At $100 a share, Buffett is paying 18.2 times Burlington's estimated 2010 
earnings of $5.51, according to the average analyst projection in a Bloomberg 
survey. That compares with the 13.4 multiple for the Standard & Poor's 500 
Index as of yesterday's close. Burlington Northern shares have dropped 13 
percent in the past 12 months.

`Warren Being Warren'

"It is Warren being Warren, taking advantage of a market that is soft at a time 
when the possibility for competitive bids is relatively low," said Tom Russo, a 
partner at Gardner Russo & Gardner, which holds Berkshire shares. "He looks at 
this as a business that has advantages against other forms of transportation."

Competing railroad Union Pacific Corp.'s ratio was 13, while Jacksonville, 
Florida-based CSX Corp.'s was 13.1, Bloomberg data show.

Berkshire's board approved a 50-to-1 split of its Class B shares to help the 
acquisition, the company said. Goldman Sachs Group Inc., Evercore Partners 
Inc., and Cravath Swaine & Moore LLP are advising Burlington. Berkshire didn't 
disclose a financial adviser and said Munger Tolles & Olson LLP furnished legal 
advice.

Burlington Northern operates 32,000 miles of track, with 6,700 locomotives, 
according to its Web site. Most of the carrier's network is west of the 
Mississippi, where it competes with Union Pacific. The company hauls cargo 
including grain, coal and so-called intermodal containers, which can move by a 
combination of rail, road and sea.

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