Tesco PLC (LSE:TSCO) signed an agreement to acquire Booker Group PLC (LSE:BOK) from a group of shareholders for £3.7 billion on January 27, 2017. Shareholders of Booker include Charles Wilson, Jonathan Prentis, Guy Farrant, Andrew Cripps, Karen Jones, Stewart Gilliland, Gary Hughes, Helena Andreas and others. Under the terms of the merger, each Booker shareholder will receive for each Booker share equal to 0.861 new Tesco shares and £0.426 in cash. Tesco will provide a mix and match facility, which will allow Booker shareholders to elect, subject to off-setting elections made by other Booker shareholders, to vary the proportion in which they receive Tesco's shares and cash. The mix and match facility will not change the total number of shares to be issued or the maximum amount of cash that will be paid under the terms of the merger. The merger will be implemented by means of a Court-sanctioned scheme of arrangement. Following the merger, Booker will own approximately 16% of the combined group and the voting rights of existing Tesco shareholders will be diluted to 84%. The aggregate value of the cash component of the consideration of approximately £760 million payable by Tesco under the terms of the merger will be funded from existing cash resources. Following completion of the merger, the existing contractual and statutory employment rights of the Booker employees shall be observed and pension obligations complied with. On completion of the merger, Charles Wilson, Booker's Chief Executive Officer and Stewart Gilliland, Booker's Chairman, will join the combined group's Board. Charles Wilson will also join the combined group's Executive Committee. Stewart Gilliland, Helena Andreas, Andrew Cripps, Gary Hughes and Karen Jones will stand down as directors of Booker with effect from March 5, 2018. Matt Davies will continue as Tesco’s Chief Executive Officer of UK & ROI until completion of merger, when he will step down and after supporting a handover, will leave the Tesco Group at the end of April 2018. As of March 29, 2017, Tesco's senior independent director Richard Cousins resigned in opposition to the proposed deal. Following the acquisition, Tesco intends that Booker will continue to operate from its existing headquarters in Wellingborough and other places of business. The deal is subject to approval by shareholders of Tesco and Booker, sanction of the scheme by the Court, listing of new Tesco shares, general third party clearance, including regulatory, governmental clearances, etc. The deal is also subject to approval by Competition and Markets Authority and UK Listing Authority. Booker and Tesco Directors unanimously recommended their shareholders to vote in favor of the deal. On July 12, 2017, the transaction has been referred by the Competition and Markets Authority of United Kingdom for in-depth investigation. The investigation will take 24 weeks. As on October 12, 2017, the transaction is undergoing an in-depth 'Phase 2' investigation by the Competition and Markets Authority. As of November 14, 2017, the Competition and Markets Authority provisionally cleared the transaction. As of December 20, 2017, the Competition and Markets Authority granted unconditional approval to the transaction. On February 28, 2018, the shareholders of Tesco and Booker approved the deal. On March 2, 2018, the High Court of Justice in England and Wales sanctioned the acquisition and all conditions to the merger have been satisfied or waived other than delivery to the Registrar of Companies of England and Wales of a copy of the Court Order which is expected to take on March 5, 2018. Schroders and Artisan Partners, who hold a combined 9% of Tesco, have asked Tesco to abandon the deal since Tesco is overpaying and the overpriced purchase will hamper Tesco’s own turnaround plan. As of December 20, 2017, the transaction is expected to be completed in March 2018. As of January 11, 2018, the deal is expected to be completed in early March 2018. The scheme is expected to become effective on March 5, 2018. The deal is expected to be accretive to Tesco's earnings per share. David Wyles and Charles Cournay of Greenhill & Co. International LLP, Alisdair Gayne and Mark Todd of Barclays Bank Plc and Andrew Seaton and Ed McBride of Citigroup Global Markets U.K. Equity Limited acted as financial advisors to Tesco and Toby Radford, Behzad Arbabzadah, Dwayne Lysaght and Adam Laursen of J.P. Morgan Cazenove acted as financial advisor to Booker Group PLC. Lee Coney, David Pudge, Rui Huo, Alanna Hunter, Mary Bartle, Kieran Stevens, Greg Olsen, Jennifer Storey, Jennifer Harvey, Daniel Schwarz, Suzanne Dand, Sonia Gilbert, Liz Pierson, Lauren Evans, Alistair Woodland, Clare Hoxey, Rebecca Trapp, Lee Coney and Luke Tolaini of Clifford Chance LLP acted as legal advisors to Booker Group and Claire Wills, Stephen Hewes, Alastair Chapman and Deirdre Trapp of Freshfields Bruckhaus Deringer LLP acted as a legal advisor to Tesco. Robey Warshaw LLP acted as financial advisor and Equiniti Limited as registrar to Tesco. Deloitte LLP acted as accountant to Tesco. Sarah Ries-Coward, Faria Ali, Mike Flockhart of Herbert Smith acted as legal advisor to Barclays. Mike Flockhart, Sarah Ries-Coward and Faria Ali acted as financial advisor to Barclays Bank plc as sponsor in connection with Tesco's merger with Booker. Herbert Smith Freehills acted as law advisor to Barclays.