Fortress Investment Group (UK) Ltd., Canada Pension Plan Investment Board, Cambourne Life Investment Pte Ltd and Koch Real Estate Investments made an offer to acquire Wm Morrison Supermarkets PLC (LSE:MRW) from Morrison family, Silchester International Investors LLP and others for £6.1 billion on July 3, 2021. Offer is to be implemented by means of a scheme of arrangement pursuant to Part 26 of the Companies Act 2006. Under the terms of transaction, the buyer consortium will pay £2.52 per Morrisons share. As of August 6, 2021,.Offer price was increased to £2.7 per share. The planned sale values Morrisons shares at £6.3 billion, and the funds will also take on £3.2 billion of debt. The deal will be financed with £5.75 billion in debt, underwritten by HSBC and the Royal Bank of Canada. In connection with the equity financing of Bidco, Cambourne has entered into the GIC Equity Commitment Letter, its commitment of £1 billion in respect of the consideration payable. On July 28, 2021, Fortress has syndicated a portion of its funding commitment in respect of Bidco to Cambourne and Cambourne has entered into an equity commitment letter in favour of Bidco. The Morrison family, hold a stake of roughly 10 per cent, will see their shares valued at around £630 million. It is intended that following the Scheme becoming Effective, the London Stock Exchange will be requested to cancel trading of Morrisons Shares on the Main Market for listed securities and the FCA will be requested to cancel the listing of Morrisons Shares on the Official List. GIC owns around 0.21% of Morrisons' issued share capital and will join the consortium via its Cambourne Life investment vehicle. Fortress will remain the consortium's majority shareholder and the value of the takeover offer will remain unchanged. The increased Cash Consideration payable by Bidco to Morrisons Shareholders under the terms of the Increased Fortress Offer will be financed by a combination of: (i) Equity Capital to be invested by Fortress, CPP Investments, KREI and Cambourne; and (ii) term loan and revolving facilities to be provided under the Interim Facilities Agreement. The transaction is subject to not less than 75% of Wm Morrison shareholders’ approval but the supermarket group's directors are recommending it is unanimously voted for. The transaction also requires sanction by the Court, confirmation from The Competition and Markets Authority, official authorisations, regulatory clearances and third-Party clearances. The Court Meeting and Morrison’s general meeting is scheduled to be held on August 16, 2021. Scheme Court Hearing is to be held on August 24, 2021. Morrisons Board recommends unanimously that shareholders vote in favor of the transaction. As of July 30, 2021, Competition and Markets Authority confirm that it has no further questions in relation to the offer and has not otherwise opened an inquiry or indicated in writing that it is still investigating whether to open an inquiry. The transaction is expected to close on August 26, 2021. CD&R was given a deadline of August 9, 2021 to either make a fresh bid or withdraw from the transaction. As of August 9, 2021, Takeover Panel extends CD&R’s deadline to August 20, 2021. The Morrisons Directors believe that the Increased Fortress Offer is in the best interests of Morrisons Shareholders as a whole, and accordingly unanimously recommend that Morrisons Shareholders vote in favour of the resolutions. As on August 16, 2021, Court meeting and general meeting will be held on August 27, 2021. As on September 8, 2021, Court Meeting and the General Meeting will be adjourned to a date in or around the week commencing October 18, 2021. As of September 29, 2021, neither Offerors including Clayton, Dubilier & Rice, LLC, who made a separate offer to acquire Wm Morrison Supermarkets, has declared its offer final, such that either offer may be increased or otherwise revised, a competitive situation continues to exist for the purposes of Rule 32.5 of the Takeover Code. In order to provide an orderly framework for the resolution of this competitive situation, and in accordance with Rule 32.5 of the Code, the Panel Executive has, at the request of the parties, established an auction procedure. The auction procedure will take place on October 2, 2021. Result of the auction will be announced by no later than October 4, 2021. Roland Turnill, Richard Smith, Harry Bacon, Lisa Wright, Matthew Tobin, Oliver Wicker, Ed Fife, Charles Cameron, Mike Lane and Phil Linnard of Slaughter and May acted as legal advisors to consortium of Fortress Investment Group, Canada Pension Plan Investment Board and Koch Real Estate Investments. Anthony Parsons, David Plowman, Aamir Khan and David McCarthy of HSBC and Mark Preston, Ed Boyce, Andrew Diggles and Alexander Thomas of RBC Europe Limited acted as financial advisors to Fortress. Julian Runnicles and Leon Ferera of Jones Day acted as legal advisors to Koch Real Estate Investments, LLC. Tony White and Philip Noblet of Jefferies International Limited, and Dru Danford, Malachy McEntyre, and Mark Percy of Shore Capital acted as financial advisors and Tom Mercer, James Fletcher, Nigel Parr, Lynn Dunne, Nicholas Stretch, Rebecca Servian, John Gordon, Ruth Buchanan, David Wirth, Anna Delgado, and Tim Rennie of Ashurst LLP acted as legal advisors to Morrisons. John Deans, Majid Ishaq and Stephen Griffiths of N M Rothschild & Sons Limited acted as financial advisors to the directors of Wm Morrison Supermarkets PLC. Equiniti Limited acted as registrar to Wm Morrison Supermarkets PLC. Chris Field and Mark Evans of Dechert LLP acted as the legal advisors to GIC.