LKQ Corporation (NasdaqGS:LKQ) entered into a definitive agreement to acquire Uni-Select Inc. (TSX:UNS) from Birch Hill Equity Partners, EdgePoint Investment Group and others for CAD 2.2 billion on February 26, 2023. LKQ to acquire all of Uni-Select's issued and outstanding shares for CAD 48 per share in cash, representing a total enterprise value of approximately CAD 2.8 billion. LKQ intends to fund the transaction through a combination of cash on hand and new debt. LKQ has secured 364-day bridge loan facility in the aggregate principal amount of CAD 2.1 billion from Bank of America and Wells Fargo. The capacity under the Bridge Loan was reduced to $1.6 billion as of March 31, 2023 upon execution of a term loan agreement entered into on March 27, 2023. Transaction was financed with the gross proceeds from the issuance of senior unsecured notes of $1,400 million (CAD 1901 million), CAD Note of CAD 700 million, and borrowings under our revolving credit facility and cash on hand of approximately $150 million (CAD 203.7 million) and $50 million (CAD 67.9 million), respectively. In connection with the Transaction, LKQ will undertake a process to divest GSF Car Parts U.K., Uni-Select?s U.K. based mechanical parts distribution business. if LKQ terminates the arrangement agreement, LKQ will be required to pay a fee of CAD 75 million to Uni-Select. if Uni-Select terminates the arrangement agreement, Uni-Select will be required to pay a fee of CAD 75 million to LKQ. As per filling on May 4, 2023, Superior Court of Quebec has issued a final order approving the merger agreement.

The transaction is subject to customary conditions, including the receipt of anti-trust clearances in Canada, the U.S. and the U.K., approval under the Investment Canada Act, Uni-Select shareholder approval, dissent rights and court approval. Special Committee of the Board of Directors of Uni-Select and LKQ has unanimously approved the transaction and unanimously recommends that Uni-Select shareholders vote in favor of the transaction. Uni-Select formed a special committee of the Board comprised of Frederick J. Mifflin (Chair), Michelle Cormier and the Lead Director, David G. Samuel to review the transaction. As of April 27, 2023, Uni-Select shareholders approved the transaction. As of May 12, 2023, the required waiting period has expired under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. In addition, Uni-Select is pleased to announce that the Canadian Competition Bureau has issued a no-action letter under the Competition Act (Canada) indicating that it does not intend to challenge the arrangement at this time. As of June 8, 2023, the transaction has received Investment Canada Act Approval. The transaction is expected to close in the second half of 2023. The U.K. Competition and Markets Authority has required a remedy (known as ?undertakings in lieu of reference? or ?UILs?) in order to address concerns it has identified about the impact on markets in the United Kingdom of the plan of arrangement. Uni-Select and LKQ Corporation are currently reviewing the U.K. CMA?s decision and will promptly engage to formally submit a remedy proposal (UILs) to the U.K. CMA. LKQ Corporation have agreed to commit to the divestiture of Uni-Select?s GSF Car Parts business in the United Kingdom, in order to receive the clearance from the U.K. CMA. The arrangement remains subject to certain closing conditions, including the receipt of clearance from the U.K. CMA. On July 26, 2023, the U.K.'s Competition and Markets Authority cleared the acquisition. If these conditions to closing are satisfied or waived, it is anticipated that the arrangement will be completed during the third quarter of 2023. LKQ expects the transaction to be accretive to its adjusted EPS in the first year following closing.

TD Securities Inc. acted as financial advisor to Uni-Select. RBC Dominion Securities Inc. acted as financial advisor to the Special Committee, has provided a fairness opinion to the Uni-Select Board of Directors and the Special Committee. Jean Michel Lapierre and Marie-Josée Neveu of Fasken Martineau DuMoulin LLP, Jordan A. Miller of Latham & Watkins, and Linklaters acted as legal advisors to Uni-Select, and Stikeman Elliott LLP acted as legal advisor to the Special Committee of Uni-Select. BofA Securities and Wells Fargo Securities acted as financial advisors and Eric M. Rosof, Kathryn Gettles-Atwa, Mark Gordon and Mark A. Stagliano of Wachtell, Lipton, Rosen & Katz, Vincent A. Mercier, Mark Katz, Elisa K. Kearney, Marie-Emmanuelle Vaillancourt, Sarah V. Powell, Hélène Bussières, Pawel (Paul) Mielcarek, Louis-Martin O?Neill, Faiz Lalani and Olivier Désilets of Davies Ward Phillips & Vineberg LLP, and Slaughter and May acted as legal advisors to LKQ Corporation. Wachtell, Lipton, Rosen & Katz LLP and Vincent Mercier, Olivier Désilets, Andrew Mihalik, John Aziz and Eyoel Negaye of Davies Ward Phillips & Vineberg LLP acted as due diligence providers to LKQ. Fasken Martineau DuMoulin LLP acted as due diligence provider to Uni-Select. Laurel Hill Advisory Group, LLC acted proxy solicitation agent for Uni-Select. Computershare Investor Services Inc. acted as transfer agent and Depositary to Uni-Select. Laurel Hill will be paid an aggregate fee of CAD 150,000 for services provided.

LKQ Corporation (NasdaqGS:LKQ) completed the acquisition of Uni-Select Inc. (TSX:UNS) from Birch Hill Equity Partners, EdgePoint Investment Group and others on August 1, 2023. As a result of the completion of the transaction, the shares of Uni-Select will be de-listed from the Toronto Stock Exchange shortly and Uni-Select has applied to cease to be a reporting issuer in all the provinces of Canada. The CMA has today accepted undertakings in lieu of reference to Phase 2 given by LKQ Corporation under section 73 of the Enterprise Act 2002. The merger between LKQ Corporation and Uni-Select Inc. will therefore not be referred to Phase 2 and the undertakings which have been signed by LKQ will come into effect from this date.