AXA SA (ENXTPA:CS) entered into a definitive agreement and plan of merger to acquire XL Group Ltd (NYSE: XL) from T. Rowe Price Associates, Inc., The Vanguard Group, Inc., Wellington Management Group LLP, Barrow, Hanley, Mewhinney & Strauss, Inc., BlackRock, Inc. (NYSE:BLK), Franklin Mutual Advisers, LLC and others for $15.2 billion on March 5, 2018. Under the terms, each issued and outstanding common share of XL Group including restricted company share, performance unit award, restricted share unit award, will receive a cash consideration of $57.6 per share of XL Group. Each stock option of XL Group, will receive $57.6 per option less the exercise price of such option. The deal will be financed from €3.5 billion ($4.3 billion) cash in hand; €3 billion ($3.69 billion) of subordinated debt and €6 billion ($7.38 billion) from the planned initial public offering and related transactions. AXA also has a €9 billion ($11.1 billion) of backup bridge financing to fund the transaction. As of March 22, 2018, AXA SA completed the placement of €2 billion ($2.47 billion) of Reg S subordinated notes due 2049 to institutional investors. The net proceeds of the issue of the notes will be used for the financing of part of the acquisition. As of May 14, 2018, AXA completed the initial public offering of its US subsidiary, AXA Equitable Holdings, Inc. for overall proceeds of $4 billion, being $3.16 billion via issuance of shares and $862.5 million via issuance of bonds mandatorily exchangeable into shares of AXA Equitable Holdings. Apart from initial public offering, the deal will be financed with €3.5 billion ($4.3 billion) from cash available at hand and €2 billion ($2.46 billion) dated subordinated debt issuance (out of the total planned €3 billion ($3.7 billion)). AXA considers the financing for the acquisition is now secured, as it is not dependent on the issuance of any additional debt. Upon completion, XL Group will survive as a wholly owned subsidiary of AXA and will no longer be an independent company publicly traded on the NYSE. XL Group will pay AXA a termination fee of $499 million, which is approximately 3.25% of the merger consideration payable (or $249.5 million under certain limited circumstances).

AXA will be delisting XL Group if possible and will create an internal advisory Board. Upon completion of the transaction, the combined operations of XL Group, AXA Corporate Solutions and AXA Art will be led by Greg Hendrick, the President and Chief Operating Officer of XL Group, who will be appointed Chief Executive Officer of the combined entity and join AXA Group's management committee, reporting to Thomas Buberl. Mike McGavick, XL Group's Chief Executive Officer, will become Vice Chairman of the combined P&C Commercial lines operations and special adviser to Thomas Buberl. Thomas Buberl will take the lead with the Chairmanship of this committee. The Vice President of the committee will be Mike McGavick. Greg Hendrick will work closely with Doina Palici-Chehab, AXA Corporate Solutions' Executive Chairwoman, and Rob Brown, AXA Corporate Solutions' Chief Executive Officer, to build an integrated organization and leadership team for the new company. XL Reinsurance Business Group's Chief Executive Officer Charles Cooper will continue to lead the new entity's reinsurance segment. XL Insurance Underwriting Chief Executive Neil Robertson will become global specialty Chief Executive and XL International Insurance Chief Executive Jason Harris will become global property/casualty Chief Executive in the new division. Joe Tocco will remain Chief Executive for North America insurance. XL Group has also agreed not to discuss alternative acquisition proposals with, or solicit alternative acquisition proposals from, third parties, subject to exceptions that allow XL under certain circumstances to provide information to and participate in discussions with third parties with respect to unsolicited alternative acquisition proposals.

The deal is subject to regulatory approvals, approval of XL Group's shareholders and other customary closing conditions. Further conditions include the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of certain other regulatory approvals, including approval of Bermuda Monetary Authority, the U.K. Prudential Regulation Authority, the U.K. Financial Conduct Authority, the Society of Lloyd's, the Swiss Financial Market Supervisory Authority, the Central Bank of Ireland and insurance regulators in New York, Delaware, Texas and Louisiana, and the absence of any law, injunction or order restraining the merger. The transaction has been unanimously approved by the Boards of XL Group and AXA SA. As on March 26, 2018, the transaction has received approval from the US Federal Trade Commission. The transaction was cleared following the early expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. As of June 6, 2018, shareholders of XL Group have approved the deal. The European Commission approved the deal on August 10, 2018. The deal was approved by  Philippine Competition Commission on August 16, 2018. As of August 31, 2018, the acquisition has been approved by the New York State Department of Financial Services. As of September 10, 2018, AXA received all required regulatory approvals. The transaction is expected to be completed during the second half of 2018. As of September 10, 2018, the transaction is expected to complete on September 12, 2018 subject to satisfaction of remaining customary closing conditions. The transaction will result in substantial synergies of $0.4 billion pre-tax earnings per annum. The transaction is expected to be cash accretive with more than 80% remittance ratio from XL Group. Kevin M. Hubacher and Hansjurg Appenzeller of Homburger acted as legal advisors to AXA SA.

Todd E. Freed, Jon A. Hlafter, Patrick Lewis, John Stewart, Liana-Marie Lien, Sally Thurston, Neil Leff, Young Park, Kenneth Schwartz, Cheryl Bunevich and Frederic Depoortere of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors whereas Gavin McFarland of Morgan Stanley & Co. LLC and Ardea Partners LLC acted as financial advisors and provided fairness opinion for XL Group. XL Group will pay Morgan Stanley & Co. LLC a fee of approximately $42 million for its service, approximately $4 million of which was paid in connection with the delivery of the fairness opinion and approximately $38 million of which is contingent upon the closing. D.F. King & Co., Inc. acted as proxy solicitor to XL Group. XL Group will pay D.F. King & Co., Inc. a fee of $0.02 million. Chris Garrod and Jacqueline King of Conyers Dill & Pearman Limited, Richard Hall, George A. Stephanakis, Erik R. Tavzel, Andrew M. Wark, Erim E. Tuc, Said Bakir, James Ding, Eric W. Hilfers, Matthew Cantor, Jana I. Hymowitz, Alison E. Beskin, Stephen L. Gordon, Kara L. Mungovan, Andrew T. Davis, Jean-Baptiste Frantz, David J. Kappos, Miling Y. Harrington, Jessica M. Goodman, Michael S. Goldman, Sarah F. Rosen, John D. Buretta, Megan Y. Lew and Jesse M. Weiss of Cravath, Swaine & Moore, LLP and David Grosgold, John Vasily, Edwin Northover, James Scoville, Benjamin Lyon, Matt Parelman, Clare Swirski and Sarah Hale of Debevoise & Plimpton LLP acted as legal advisors to AXA SA. J.P. Morgan Securities LLC acted as financial advisor to AXA SA. ASW Law Limited acted as advisor in the transaction. Thierry Arachtingi, Mary Serhal, Eric Davoudet, Quentin Hervé, Evan Jay Cohen, Kevin John Lehpamer and Andrew Joseph Young from Clifford Chance LLP acted as legal advisors for J.P. Morgan Securities LLC. Alexander Dye of Willkie Farr & Gallagher LLP acted as legal advisor for Morgan Stanley & Co. LLC. Cleary Gottlieb Steen & Hamilton acted as legal advisor to acquiror's financial Advisor.

AXA SA (ENXTPA:CS) completed the acquisition of XL Group Ltd (NYSE: XL) from T. Rowe Price Associates, Inc., The Vanguard Group, Inc., Wellington Management Group LLP, Barrow, Hanley, Mewhinney & Strauss, Inc., BlackRock, Inc. (NYSE:BLK), Franklin Mutual Advisers, LLC and others on September 12, 2018. Following closing, XL Group's common shares will be delisted from the New York Stock Exchange and the Bermuda Stock Exchange. At closing, each of the eleven non-employee directors of XL Group prior to closing, namely, Ramani Ayer, Dale R. Comey, Claus-Michael Dill, Robert R. Glauber, Edward J. Kelly, III, Joseph Mauriello, Eugene M. McQuade, James E. Nevels, Anne Stevens, John M. Vereker and Billie Ida Williamson, ceased to be directors of XL Group while Thomas Buberl, Gérald Harlin, Gregory S. Hendrick, Michael S. McGavick and Doina Palici-Chehab became its directors. Michael McGavick, Chief Executive Officer of XL Group, and Kirstin Gould, Executive Vice President, General Counsel & Secretary of XL Group ceased to be officers of XL Group. Gregory S. Hendrick became the Chief Executive Officer of XL Group. The completion of the transaction follows the fulfillment of customary closing conditions.