Union Pacific and Norfolk Southern both have set Nov. 14 for shareholder votes on their $85 billion megamerger, which would create the first U.S. railroad that runs coast-to-coast.

Why it matters: This is a precursor to broader industry consolidation.

State of play: Once the deal is approved by shareholders, the companies can complete their application to the Surface Transportation Board.

• That's where a real lobbying fight could take place, but the White House has signaled that it wants this deal to go through. And, in case you haven't been paying attention, this White House gets what it wants from "independent" federal agencies.

Zoom in: Assuming this deal goes through, expect a lot of focus on rival railroad CSX — which recently replaced its CEO with more of a dealmaker.

• The most logical buyer is Berkshire Hathaway's BNSF.
• So far it's seemed disinterested, but many believe that Warren Buffett and successor Greg Abel are just biding their time until the STB blesses Union Pacific-Norfolk Southern. Particularly if the regulators insist on any divestitures that could better inform a CSX takeover offer.
• Axios Pro's Colin Campbell tells me that Canadian railroads also could weigh bids for CSX, but adds that such efforts might crash into Trump's "America First" agenda.

Look ahead: There also could be a series of downstream deals in the supply chain space, such as in trucking and logistics.

The bottom line: Union Pacific + Norfolk Southern is going to happen. The real intrigue is what happens next.

Unilever (NYSE: UL) will delay the planned spinoff of its ice cream unit, including the Ben & Jerry's and Breyer's brands, because of the U.S. government shutdown.

Why it's the BFD: It's a reminder that the D.C. dysfunction is impacting capital markets — even if the S&P 500 keeps climbing.

Zoom in: Unilever had planned to complete the demerger by Nov. 10, with "Magnum Ice Cream" to have a primary listing in Amsterdam and secondary listings in London and New York.

• But the British behemoth can't get its U.S. registration statement declared effective by the SEC, which is operating with a skeleton staff.
• The company, whose shareholders this morning overwhelmingly approved a related share consolidation plan, says that it remains confident of completing the demerger in calendar 2025, but declined to share a specific timetable.

The bottom line: "Magnum Ice Cream has been optimizing its supply chain and building a sales team globally in preparation for the demerger. Sales have started to show improvement recently, including in the US, which is the biggest market for the ice cream brands." — Bloomberg

• Tempo, a blockchain-based payments startup created by Stripe and Paradigm, raised $500m in Series A funding at a $5b valuation, per Fortune. Greenoaks and Thrive Capital led, joined by Sequoia, Ribbit Capital, and SV Angel. axios.link/47bkE9r

• Spiro, an Africa-focused provider of electric bikes, raised $100m led by The Fund for Export Development in Africa. axios.link/4oyYQub

• Moniepoint, a Nigerian fintech, raised $90m from Visa, Development Partners International, Leapfrog, and Google Africa Investment Fund. axios.link/4otwlhl

• CoMind, a London-based brain monitoring startup, raised $60m in Series A funding. Plural led, joined by Angelini Ventures, LocalGlobe, Octopus Ventures, Crane, Backed VC and Entrepreneurs First. axios.link/3L4uFMJ

🚑 Hyro, a New York-based developer of call-center agents for health care, raised $45m, per Axios Pro. Healthier Capital led, joined by Norwest, Define Ventures, Bon Secours Mercy Health, and ServiceNow Ventures. axios.link/3KT1k8a

• Keycard, an AI agent identity and access startup, raised $38m in seed and Series A funding from A16z, Boldstart Ventures, and Acrew Capital. axios.link/4o1Yv32

• Defakto, a Palo Alto, Calif.-based startup that secures automated interactions, raised $31m in Series B funding, per Axios Pro. XYZ VC led, joined by The General Partnership, Bloomberg Beta and WndrCo. axios.link/48G2H3S

• Hyperlayer, a U.K.-based embedded fintech products company, raised £30m. CDAM led, joined by Mouro Capital, Iona Star, Flintlock Capital, and Susquehanna Private Equity Investments. axios.link/42PHtNe

• Nexos.ai, a Lithuanian enterprise AI adoption startup, raised €30m in Series A funding. Evantic Capital and Index Ventures led, joined byu Cerandum and Dig Ventures. axios.link/4njsfXX

• Conceal, an Augusta, Ga.-based cybersecurity startup, raised $26m in Series B funding. Two Bear Capital led, joined by Allegis Cyber and Gula Tech Adventures. axios.link/47z5hYj

• Streetbeat, a Palo Alto, Calif.-based developer of agents for wealth managers, raised $15m in Series A funding, per Axios Pro. CDP Venture Capital led, joined by TTV Capital, P101, Monte Carlo Capital, 3Lines VC, Azimut, and Evolution VC. axios.link/47z0ndM

• Bronto, a log data platform, raised $14m in seed funding. Cercano Management led, joined by Heavybit and Conviction Capital. axios.link/4oPVymv

• Acelab, New York-based workflow platform for architects, raised $13.5m in Series A funding. Navitas Capital led, joined by JLL Spark and DivcoWest. axios.link/3JlIje0

• AdsGency, a paid marketing workflow automation startup, raised $12m in seed funding led by XYZ VC. axios.link/3WbWdSS

• Cercli, a MENA-focused HR software startup, raised $12m in Series A funding led by Picus Capital. axios.link/42Rj1uP

• Magic, a restaurant-focused CRM, raised $10m in seed funding. Lerer Hippeau led, joined by Bling Capital, Floodgate, Major Food Group, and VCR Group. axios.link/4nevmQW

• 1001 AI, a MENA-focused developer of AI infrastructure, raised $9m in seed funding from CIV, General Catalyst, and Lux Capital. axios.link/49cUzrI

• Casium, an immigration law platform for enterprises, raised $5m in seed funding. Maverick Ventures led, joined by AI2 Incubator, GTMfund, and Success Venture Partners. axios.link/4nbBMQP

🚑 Cyclana Bio, a U.K.-based endometriosis biotech, raised £5m in pre-seed funding. NfX and Eka VC led, joined by Cocoa VC, and Wilbe. axios.link/3WfEkm8

🚑 Andel, a New York-based provider of lower-cost medications via employers, raised $4.5m from Lightbank, Seedcamp, Bertelsmann Healthcare Investments, Houghton Street Ventures, and Springboard. axios.link/3WfEn1i

🌍 Coolant, a developer of 3D models of the land, raised $4.3m led by General Catalyst and Floodgate, per Axios Pro. axios.link/4ocIZ4o

• Yaga, an Estonian second-hand fashion marketplace, raised €4m led by Specialist VC, with participation from H&M Group, Trind Ventures, and Startup Wise Guys. axios.link/47n3i8p

• Chipmind, a Swiss provider of AI agents to accelerate microchip development, raised $2.4m in pre-seed funding led by Founderful. axios.link/478DoEY

🌍 HotGreen Solutions, a U.K.-based developer of ultra-efficient heat pumps, raised £1.2m in pre-seed funding. Empirical Ventures led, joined by Coca-Cola Europacific Partners, First Imagine Ventures, The Conduit Impact Fund, and Almanac Ventures. axios.link/42RtWVr

🚑 Archimed completed its $730m take-private buyout of Florida-based dental implant maker ZimVie. axios.link/3JlySv1

🚑 BioMatrix Infusion Pharmacy, a Frazier Healthcare Partners portfolio company, acquired Lux Infusion, an Alaska-based ambulatory infusion provider. axios.link/4opMswd

🚑 BDT & MSD Partners invested $300m for a minority stake in Designs for Health, a Palm Coast, Fla.-based supplements maker backed by RoundTable Healthcare Partners. designsforhealth.com

• FloWorks, a Wynnchurch Capital portfolio company, acquired Slater Controls, a Midland, Texas-based distributor of valve automation, instrumentation, and relief valves. axios.link/47lYbFj

• Kelso & Co. invested nearly C$400m for a minority stake in Canadian financial services firm Wellington-Altus. axios.link/49bVc4I

• KKR and Quadrantis Capital agreed to acquire minority stakes in Hong Kong-based Peak Reinsurance, which continues to be controlled by Fosun International. axios.link/478F15y

• MARI, a PE-backed events company led by Ari Emanuel, acquired digital ticketing firm TodayTix from Great Hill Partners. axios.link/4ossiBR

• One Equity Partners acquired a majority stake in majority stake in Italian IT firm Digital Value (Milan: DGV). axios.link/4highfW

• Veeam, a Seattle-based data resiliency firm owned by Insight Partners, agreed to buy Securiti AI, a San Jose, Calif.-based provider of cybersecurity and compliance automation tools, for around $1.73b in cash and stock. Securiti AI had raised over $230m from General Catalyst, Mayfield, Capital One Ventures, Blue Owl, Cisco Investments, Workday Ventures, and Citi Ventures. axios.link/47jWGHJ

• PayPal (Nasdaq: PYPL) agreed to buy an additional 30% stake in German ecommerce company Shopware from Carlyle, per Bloomberg. axios.link/4o2pjjZ

• Permira is seeking to sell Octus (fka Reorg), a New York-based financial services group that could fetch $4b, per Reuters. axios.link/4opHYpp

⚡ CenterPoint Energy (NYSE: CNP) agreed to sell its Ohio natural gas utility to National Fuel Gas (NYSE: NFG) for $2.6 billion. axios.link/47zER8S

• Coca-Cola HBC, a Swiss bottler, agreed to buy a 75% stake in Coca-Cola Beverages Africa for around $2.6b. axios.link/4726bfJ

• Coinbase (Nasdaq: COIN) paid $375m to acquire Echo, an onchain capital raising platform. axios.link/47xw5rU

• Coinbase COO Emilie Choi will be among our guests at Axios BFD on Nov. 18 in NYC.

• CoreWeave (Nasdaq: CRWV) said it will not increase its $9b all-stock takeover bid for Core Scientific (Nasdaq: CORZ), despite opposition from some large shareholders and proxy firm ISS. axios.link/4hpoqPR

• Starboard Value acquired nearly a 5% stake Irving, Texas-based engineering and construction company Fluor (NYSE: FLR), and plans to push for changes, per the WSJ. axios.link/4hmcPkA

• U.K. antitrust regulators approved Global Payments' (NYSE: GPN) $24b purchase of Worldpay from FIS (NYSE: FIS) and GTCR. axios.link/4qiboYi

• Diversis, an LA-based PE firm focused on software and tech-enabled services companies, raised $1.2b for its third fund. axios.link/498ZREE

• Incline Equity Partners raised a $300m single-asset CV for Accredited Labs, a Dallas-based provider of calibration and repair services for test and measurement equipment and instrumentation. axios.link/3Wd3YIe

• Lifeline Ventures of Finland raised €400m for its sixth fund. axios.link/42Ps0g4

• Jeff Levin joined Thoma Bravo as a partner head of private credit and Kunal Soni joined as a private credit partner. Levin previously was with Carlyle, while Soni was with Morgan Stanley. axios.link/48AeOPT

• Ev Randall joined venture firm Benchmark as a general partner. He previously was with Kleiner Perkins. axios.link/4qlwhC4

• Vin Sachidananda joined Radical Ventures as a partner. He previously was a partner with Two Sigma. axios.link/4nUzvuF

Blackstone and TPG this morning announced an agreement to buy Marlborough, Mass.-based medical device maker Hologic (Nasdaq: HOLG) for up to $18.3 billion (including debt).

• Hologic shareholders would receive $76 per share in cash, plus up to $3 per share in contingent value rights.
• That's around a 15% premium to where Hologic stock traded last Thursday before reports of a pending deal, and nearly a 10% premium to where it closed yesterday.

Catch up quick: Hologic, which is known for breast and cervical cancer diagnostics, had rejected a nonbinding $16.7 billion bid from Blackstone and TPG back in May. The two sides reportedly reengaged after Labor Day.