SANTA FE'S BLUFF HAS BEEN called. On Nov. 9, Union Pacific offered $3.3 billion in cash and stock for Santa Fe, upping the ante in its increasingly bitter battle for the railway with Burlington Northern. Union Pacific's hostile bid, although lower than its earlier $3.8 billion proposal, would use a voting trust to hold Santa Fe shares while regulators study the transaction. That way shareholders would get paid up front, an advantage Santa Fe, in an Oct. 27 letter, said would merit its consideration. Santa Fe shareholders are to vote Nov. 18 on Burlington Northern's $3.2 billion offer, which does not provide for a trust. Santa Fe, which has backed that bid, says it will review Union Pacific's plan.
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