Melrose Industries plc (LSE:MRO) made an offer to acquire GKN plc (LSE:GKN) for £6.9 billion on January 8, 2018. Melrose offered £4.05 per share comprising 80% in new Melrose shares and 20% in cash. The cash element of the consideration would be funded with a new debt facility, which will also be used to refinance the existing Melrose and GKN indebtedness. The Board of GKN has unanimously rejected the offer having concluded that the proposal is entirely opportunistic and that the terms fundamentally undervalue GKN and its prospects. Melrose has until February 9, 2018 to either make an offer or withdraw under U.K. Takeover Panel rules. On January 17, 2018, Melrose made a firm offer to acquire GKN. The terms of the offer involve 1.49 new shares of Melrose and £0.81 in cash for each share of GKN. The acquisition will include a mix and match facility, which will allow GKN shareholders to elect, subject to offsetting elections, to vary the proportions in which they receive new Melrose shares and cash. The cash consideration will be funded through a new debt facility which would also be used to refinance existing indebtedness of Melrose and GKN. Melrose has entered into a senior term and revolving facilities agreement with Lloyds Bank plc and Royal Bank of Canada as original lenders, Lloyds Bank plc and Royal Bank of Canada as mandated lead arrangers and book runners and Lloyds Bank plc as agent. The facilities agreement provides for term facilities and revolving facilities in an aggregate principal amount of up to £2.6 billion, $2 billion (£1.46 billion) and €500 million (£444.02 million). Upon completion, shareholders of GKN would own approximately 57% of the enlarged group. Melrose expects to restructure GKN’s head office in order to simplify the management structure and remove shared functions. The offer is subject to valid acceptances of the offer having been received in respect of 90% GKN shares, Melrose shareholder approval, admission to the official list of the new Melrose shares to be issued on the effective date in connection with the acquisition, general third party clearances, receipt of various antitrust approvals including that of European Commission and other regulatory consents including that of French Ministry of Economy. Melrose Directors intend to recommend unanimously that Melrose shareholders vote in favor of all of the resolutions to be proposed at the Melrose general meeting. If Melrose receives acceptances under the offer in respect of, and/or otherwise acquires, both 90% or more in value of the GKN shares to which the acquisition relates and 90% or more of the voting rights carried by those shares, Melrose intends to exercise its rights to acquire compulsorily the remaining GKN shares on the same terms as the acquisition. If Melrose receives acceptances under the offer in respect of, and/or otherwise acquires 75% or more of the voting rights carried by GKN shares, it is intended that Melrose will procure that GKN makes applications to cancel the listing of GKN Shares on the UKLA's official list, to cancel trading in GKN shares on the London Stock Exchange's main market for listed securities and to re-register GKN as a private limited company. The Melrose shareholder meeting will be held on March 8, 2018 for the approval of the offer. The offer was rejected by the Board of GKN on January 17, 2018. As of February 15, 2018, the Board of GKN unanimously recommended the shareholders to take no action in relation to the offer. As of February 21, 2018, Melrose’s received the antitrust approval in the US after the Federal Trade Commission granted an early termination of the applicable waiting period. Concurrently the Competition Bureau in Canada has issued a no-action letter to Melrose, thereby effectively giving its clearance for the same. The European Commission cleared the transaction on March 7, 2018. On March 8, 2018, shareholders of Melrose approved the acquisition. On March 12, 2018, the Board of GKN published its second response to 1.49 new Melrose shares and £0.81 in cash per share offer. The Board continues to view the offer as entirely opportunistic and believes that its terms fundamentally undervalue GKN and its prospects and the Board unanimously recommends that shareholders should take no action in relation to the offer. On March 12, 2018, Melrose made a revised offer for £7.9 billion. Under the terms of the revised and final offer, GKN shareholder will receive £0.81 in cash and 1.69 new Melrose shares for each GKN share. As on March 12, 2018, the Board of GKN unanimously rejected the revised offer having concluded that the revised offer continues to fundamentally undervalue the company and its prospects. GKN shareholders can accept the offer till March 29, 2018. If sufficient acceptances in respect of the offer are not received by Melrose on or prior to such time in order to satisfy the acceptance condition, then the offer will lapse. As on March 20, 2018, shareholders of Melrose lowered the threshold for shareholder acceptance condition from 90% to 50% plus one share. As on March 23, 2018, Elliott Advisors (UK) Limited confirms its intent to support the offer and encourages other GKN shareholders to tender their shares into the offer. As of March 28, 2018, Melrose released its statement regarding the mechanisms of the post-offer undertakings agreed with the Takeover Panel, including, up to a span of five years from effective date, retention of the Melrose Group headquarters in the UK, Melrose shares to remain listed on the official list maintained by the United Kingdom Listing Authority and admission to trading on the London Stock Exchange's main market for listed securities, no appointment, reappointment, recommendation for appointment or reappointment to be made to the Melrose Board if that candidate turns out to be a non-resident of UK and retention of the same rights to use GKN trademarks by GKN Aerospace businesses and the GKN Driveline businesses as they were on March 26, 2018. Moreover, Melrose placed a minimum threshold on the expenditure on research and development by GKN from January 1, 2018 to December 31, 2023 to at least 2.2% of the aggregate of GKN sales, otherwise, Melrose will procure that the amount of any shortfall shall be spent by the GKN as expensed research and development spend by June 30, 2024. As of March 29, 2018, 52.4% shareholders of GKN accepted the offer. Richard Hall, George Schoen and Jenny Hochenberg of Slaughter & May and Cravath, Swaine & Moore LLP acted as a legal advisors and Hew Glyn Davies, James Robertson and Jonathan Retter of UBS Limited, Robert Constant, Dwayne Lysaght and Stephen Smith of J.P. Morgan Cazenove and Tim Shacklock, Dominic Lee and Tom Quinn of Gleacher Shacklock LLP acted as financial advisors and Equiniti Limited acted as registrar to GKN. Deloitte UK and Ernst & Young UK acted as accountants, Adam Signy, Ben Spiers, James Connor, Ying Yi Soh, Chris Vallance, Hamesh Khatkar, Harris Kaufman, India Maddison, Sinead O’Shea, Ambarish Dash, George Dye, Nick Shaw, Hillyer Jennings, David Vann, Preston Miller, John Skinner, Peter Thomas, David Shogren, Mark Skerry and Claire DiMario of Simpson Thacher & Bartlett LLP and Samir R Gandhi, Rahul Rai, Hemangini Dadwal, Krithika Ramesh and Simran Bhat of AZB & Partners acted as legal advisors, Mark Preston, Alexander Thomas and Chris Squire of RBC Europe Limited and Ravi Gupta, Nathalie Ferretti and Yuri Shakhmin of N M Rothschild & Sons Limited acted as financial advisors and Keith Anderson and Carlton Nelson of Investec Bank plc acted as brokers to Melrose. Linklaters LLP acted as legal advisor to Rothschild and Investec. Paul Whitelock of Norton Rose Fulbright acted as legal advisor to Rothschild and RBC Capital Markets. Investec Bank plc acted as financial advisor to Melrose Industries PLC (LSE:MRO)