A.G.Barr p.l.c. (LSE:BAG) made an offer to acquire Britvic Plc (LSE:BVIC) from Susan Moody, John Gibney, Virginia Corbett, Michael Shallow, Joanne Averiss, Ben Gordon, Paul Moody, Bob Ivell and others for approximately £850 million in stock on September 5, 2012. As a part of the consideration, A.G.Barr p.l.c will issue 0.816 new A.G.Barr shares for each Britvic share held. Pursuant to the transaction, the combined entity will be called Barr Britvic Soft Drinks plc and Britvic shareholders will hold approximately 63% and A.G. Barr shareholders will hold approximately 37% of the issued share capital of the combined entity. On the effective Date, Britvic will become a wholly owned subsidiary of A.G. Barr. Offer period will commence on September 2012 and end on November 30, 2012. A.G.Barr p.l.c. (LSE:BAG) entered into a scheme of arrangement on November 14, 2012.

Pursuant to the transaction, Board of the combined entity will be reconstituted immediately and Gerald Corbett will be non-executive Chairman, Ronald Hanna will be non-executive Deputy Chairman and Senior Independent Director and Robin Barr, Martin Griffiths, John Nicolson, Joanne Averiss, Bob Ivell, and Ben Gordon will be non-executive directors. The executive directors will comprise Roger White as Chief Executive Officer and John Gibney as Chief Financial Officer. Alex Short, Jonathan Kemp and Andrew Memmott will step down from the Board of A.G. Barr and Paul Moody and Michael Shallow will step down from the Board of Britvic. The legal headquarters of the combined entity will be located at A.G. Barr's existing head office in Cumbernauld which will also remain its registered office, and its operational headquarters will be located at Britvic's existing head office at Hemel Hempstead.

The transaction is subject to resolution to approve the scheme being passed by a majority of 75% or more in number of the Britvic Shareholders, the special resolution necessary to implement the scheme and to approve the related reduction of capital being passed by the requisite majority of Britvic shareholders at the Britvic general meeting, all necessary regulatory approvals, scheme being sanctioned and the related reduction of capital being confirmed by the court, the Office of Fair Trading approving the transaction, the resolutions to be proposed at the A.G. Barr general meeting to approve the transaction as a "reverse takeover" and the UK Listing Authority having acknowledged to A.G. Barr that the application for the admission of the new A.G. Barr shares has been issued by the UK Listing Authority and the London Stock Exchange. As of June 11, 2013, antitrust authorities approved the transaction.

If the scheme does not become effective on or before June 30, 2013 (or such later date as A.G. Barr and Britvic may agree), it will lapse and the merger will not proceed. The scheme will not become effective unless all the conditions have been fulfilled or Office of Fair Trading refers the merger or any part of it to the competition commission before the date of the court meeting. In aggregate, A.G. Barr has received irrevocable undertakings from those of the Britvic directors and certain members of their families who hold 0.98 million Britvic shares, representing, in aggregate, approximately 0.40% of Britvic's share capital. Also, in aggregate, Britvic has received irrevocable undertakings from those of the A.G. Barr directors, certain members of their families and related trusts, who hold 23.28 million A.G. Barr shares, representing, in aggregate, approximately 19.94% of A.G. Barr's share capital. Prior to the scheme becoming effective, applications will be made for the cancellation of the listing of Britvic shares. The Directors of Britvic consider the terms of the merger to be fair and reasonable and accordingly intend to recommend unanimously that Britvic shareholders accept the merger. Also, the Directors of A.G.Barr p.l.c. consider the terms of the merger to be fair and reasonable and accordingly intend to recommend unanimously that Barr shareholders accept the merger.

As on January 8, 2013, the transaction was approved at the general meeting of shareholders of A.G.Barr and at the court and general meeting of Britvic shareholders. The transaction is expected to complete on January 30, 2013. As of May 29, 2013, the Competition Commission's approval is due to rule on Barr's planned merger with Britvic in the next week, ending June 7, 2013. As of June 11, 2013, the Competition Commission (CC) provisionally approved the possible merger. The CC is expected to announce its final decision by the end of July, 2013. As of July 9, 2013, the Competition Commission gave its final approval for the transaction.

Akeel Sachak, Stuart Vincent, Manfredi Corsini and Jessica Dale of Rothschild acted as the financial advisors and Keith Anderson, David Anderson and Henry Reast of Investec Bank plc acted as the brokers to A.G. Barr. Justine Warren and Matthew Smallwood of College Hill acted as the public relations advisors to A.G. Barr. David Wormsley, Jan Skarbek and Andrew Seaton of Citigroup Global Markets Limited and Richard Snow and Nicholas Marren of Nomura International plc acted as the joint financial advisors and joint brokers to Britvic. Mike Smith and Nick Cosgrove of Brunswick acted as the public relations advisors to Britvic. Colin MacNeill of Dickson Minto W.S. acted as legal advisor for A.G.Barr and Owen Clay, Kanyaka Ramamurthi, Steven Worthington, Margot Lindsay, Leisha Marasinghe, Nick Rumsby, Anna Styles, Tracey Lochead, Rhiannon Waddell, Tom Monk, Julia Mandich, Srishti Kalro, Paula Riedel, Christopher Bellamy, Meredith Brooks, Lizzie Hookham, Jane Cai, Bella Spring, Emily Brightwell, Jean Lovett, Graham Rowlands-Hempel, Clare Peake, Simon Kerr-Davis, and Carol Jones of Linklaters LLP acted as legal advisors for Britvic. Britvic incurred financial and broking advice fixed fee of £1.6 million and financial and broking advice variable fee of £7 million, legal advice fee of £3.3 million, accounting advice fee of £1 million, and public relations advice fee of approximately £0.25 million. A.G. Barr incurred financial and broking advice fee of approximately £5 million, legal advice fee of approximately £1.8 million, accounting advice fee of £0.4 3 million, and public relations advice fee of £0.13 million.

A.G.Barr p.l.c. (LSE:BAG) cancelled the acquisition of Britvic Plc (LSE:BVIC) from Susan Moody, John Gibney, Virginia Corbett, Michael Shallow, Joanne Averiss, Ben Gordon, Paul Moody, Bob Ivell and others in the year ending January 26, 2013. The Board of Britvic has rejected this proposal.