Kirkbi Invest A/S, Canada Pension Plan Investment Board and Blackstone Core Equity Partners, fund managed by The Blackstone Group L.P. (NYSE:BX) entered into scheme of arrangement to acquire 70.42% stake in Merlin Entertainments plc (LSE:MERL) from ValueAct Capital Master Fund, L.P., a fund managed by ValueAct Capital Management L.P. and others for £3.3 billion on June 28, 2019. Under the terms of transaction, each Merlin investors will receive 455 pence per share at the closing. The acquisition values the entire issued and to be issued share capital of Merlin at approximately £4.8 billion on a fully diluted basis and implies an enterprise value of £5.9 billion. Kirkbi already own 29.58% shares of Merlin and post deal, it will own 50% of Merlin Entertainments plc. The Blackstone Group L.P and Canada Pension Plan Investment Board will own 50% in Merlin Entertainments plc. The cash consideration payable to Merlin Shareholders under the terms of the acquisition will be financed by a combination of equity to be invested by the Blackstone Funds, CPPIB and Kirkbi and debt to be provided under the Interim Facilities Agreement. As on August 6, 2019, in addition to Bank of America Merrill Lynch International Designated Activity Company, Bank of America N.A., London Branch and Deutsche Bank AG, London Branch as existing lenders, each of Barclays Bank PLC, HSBC Bank plc, Mizuho Bank, Ltd., UniCredit Bank AG, London Branch, Blackstone Holdings Finance Co. L.L.C., CPPIB Credit Investments Inc. and KIRKBI Invest A/S agreed to become lenders under the Interim Facilities Agreement. As on September 30, 2019, transaction was financed via £2.3 billion equivalent(5) Senior Secured Term Loan B, £0.6 billion equivalent Senior Notes and £0.4 billion senior secured RCF.

If, on or after the date of this announcement, any dividend or other distribution is declared, made or paid or becomes payable in respect of the Merlin Shares, buyers reserves the right to reduce the consideration payable under the terms of the acquisition for the Merlin Shares by an amount up to the amount of such dividend or distribution. Transaction is subject to customary closing conditions, including approval by a majority in number representing not less than 75 per cent. in value of Scheme Shareholders who are on the register of members of Merlin, sanction of the Scheme by the Court, approval by European Commission, applicable waiting period under the Hart Scott Rodino Antitrust Improvements, State Administration for Market Regulation, Turkish Competition Board, Antimonopoly Committee of Ukraine and approval from regulatory board of Treasurer of the Commonwealth of Australia, New Zealand Overseas Investment Office. Merlin Independent Directors have recommended unanimously to vote in favor of the transaction. As on August 9, 2019, early termination notice was provided by FTC to the acquisition. Kirkbi Invest A/S, Canada Pension Plan Investment Board and Blackstone has also received irrevocable commitment from ValueAct Capital Management L.P., who holds 9.3% stake in Merlin to vote in favor of the transaction. It is intended that Merlin's shares will be delisted from the London stock exchange. The transaction was approved by the majority of Independent Shareholders of Merlin Entertainment at the General Meeting on September 3, 2019. As of October 18, 2019, all conditions relating to anti-trust and regulatory approvals for its acquisition by Motion Acquisition Ltd have now been satisfied and the takeover is now subject to being sanctioned by the court at a hearing expected to take place on October 31, 2019. The High Court of Justice in England and Wales sanctioned the Scheme pursuant to which the Acquisition is being implemented.

ValueAct Capital Management LP sold its entire stake in Merlin Entertainments plc on September 4, 2019. The transaction is expected to close by the fourth quarter of 2019. As of August 1, 2019, the expected closing date is February 29, 2020. The transaction is expected to become effective on November 4, 2019.

Anthony Gutman, Nick Harper and James Brodie of Goldman Sachs International, Alisdair Gayne, Daniel Ross and Tom Macdonald of Barclays, Andrew Seaton, Jan Skarbek and Peter Catterall of Citigroup Global Markets Limited acted as financial advisors for Merlin. William Rucker, Charlie Foreman, William Lawes and Mia Tukulj of Lazard & Co., Limited acted as financial advisors for buyers. Blackstone also received financial advice in connection with the acquisition from BofA Merrill Lynch. Steven Fox, Tim Lewis, Simon Tinkler, Alex Nourry, Nick Kinnersley, Peter Dahlen, Sonia Gilbert, Chinwe Odimba-Chapman, Matt Taylor and Clare Hoxey of Clifford Chance LLP is acting as legal advisors to Kirkbi Invest, Canada Pension Plan Investment Board and Blackstone. David Holdsworth, David Higgins, Dipak Bhundia, Leon Daoud, Christopher Shield, Stephen Lucas, Matthew Merkle, Mike Robert-Smith and Paula Riedel of Kirkland & Ellis International LLP acted as legal advisors for Blackstone. Mike Bond, Richard Butterwick, Suneel Basson-Bhatoa, Sven Völcker, Tomas Nilsson of Latham & Watkins LLP is acting as legal advisers to Canada Pension Plan Investment Board. Steve Cooke, Rob Innes, Lisa Wright, Phil Linnard and Gareth Miles of Slaughter and May acted as legal advisors to Merlin. Goldman Sachs International, Barclays and Citigroup Global Markets also provided fairness opinion to Merlin Entertainment. Karen Davies and Tim Rennie of Ashurst acted as legal advisor to Lazard. Morgan Stanley acted as financial advisor to Canada Pension Plan Investment Board. Computershare Investor Services PLC acted as the registrar to Merlin.

Kirkbi Invest A/S, Canada Pension Plan Investment Board and Blackstone Core Equity Partners, fund managed by The Blackstone Group L.P. (NYSE:BX) completed the acquisition of 70.42% stake in Merlin Entertainments plc (LSE:MERL) from ValueAct Capital Master Fund, L.P., a fund managed by ValueAct Capital Management L.P. and others on November 4, 2019.