Cobham Limited made a non-binding offer to acquire Ultra Electronics Holdings plc (LSE:ULE) for £2.5 billion on July 21, 2021. Cobham Limited reached agreement on the terms and conditions of a recommended all cash acquisition of Ultra Electronics Holdings plc on August 16, 2021. Cobham made the offer to acquire shares of Ultra Electronics to £35 per share in cash. Ultra-shareholders would also be entitled to the interim dividend of £0.162 per share which was announced by Ultra on July 19, 2021 and will be paid on September 17, 2021 to shareholders on the register as at August 27, 2021. As of February 28, 2022, the UK government now seems set to give the deal the greenlight if it can acquire a "golden share" in Ultra, which would allow it to block the sale of the firm's assets to protect national security.

Together with the interim dividend, the proposal is equivalent to a value of approximately £2.58 billion for the entire issued and to be issued share capital of Ultra, and represents an aggregate of £35.16 per share in cash and an aggregate premium of approximately 63.1% to the Ultra share price of £21.56 as at close of business on June 24, 2021, being the day immediately prior to the start of the offer period and 42.4% to the Ultra share price of £24.7 as at close of business on July 22, 2021, being the day immediately prior to the date of this announcement.

The consideration payable by Cobham under the offer will be funded by a combination of equity and debt financing. The equity is to be drawn from funds managed by Advent and other potential investors may take indirect minority interests in Cobham on or around the effective date or once the acquisition completes. The debt financing is to be provided pursuant to the interim facilities agreements entered into on August 16, 2021 consisting of an interim term loan facility in an aggregate principal amount equal to £315 million, interim term loan facilities in an aggregate principal amount equal to £1,355 million; and an interim multi-currency revolving facility in an aggregate amount equal to £190 million. On December 24, 2021, a senior facilities agreement has been signed between the parties in relation to financing the transaction. Certain other agreements has been signed as well for such purpose.

The lenders include Barclays Bank, BNP Paribas, Credit Suisse, HSBC, Jefferies, Morgan Stanley, Royal Bank of Canada, Goldman Sachs and UniCredit, KKR Credit, Canyon, Goldman Sachs and Albacore. On September 3, 2021, in addition to existing interim lenders, each of Lloyds Bank plc, National Westminster Bank plc, NatWest Markets Plc and Sumitomo Mitsui Banking Corporation, London Branch agreed to become new interim lenders under the originally entered interim senior facilities agreement and thereby, the original commitment letters were amended. Having considered the proposal, the Board of Ultra has indicated to Cobham that it is at a value the Board would be minded to recommend to Ultra shareholders, subject to consideration and satisfactory resolution of other terms and arrangements, including the establishment of safeguards for the interests of Ultra's stakeholder groups.

In relation to this, Cobham has indicated to the Board that it is minded offering the UK government appropriate undertakings in respect of national security. Accordingly, Ultra Electronics Board will engage in discussions with Cobham to explore the proposal and to enable this, with the consent of the Panel on Takeovers and Mergers the Board has agreed to an extension of the relevant 'put up or shut up' deadline under Rule 2.6(c) of the Code until August 20, 2021. The transaction is subject to approval form shareholders of Ultra, antitrust approval, regulatory approval and third-party approval. The transaction expected to complete in the first quarter of 2022. On August 18, 2021, Secretary of State issued a Public Interest Intervention Notice to intervene in the proposed transaction on national security grounds, temporarily halting the acquisition and prohibiting any tech transfer overseas.

As of June 24, 2022, Cobham Launched proposed undertakings which now the subject of a public consultation until midnight at the end of July 3, 2022. As Of July 7, 2022, all of the Conditions to the Acquisition relating to anti-trust and regulatory approvals have been satisfied. The Acquisition remains conditional upon the Secretary of State's formal approval, pending the outcome of the public consultation. As of April 28, 2022, the transaction got the approval from Her Majesty's Government and Competition and Competition and Markets Authority. Competition and Markets Authority will now scrutinize the Ultra buyout. Cobham announces that the commitment letter previously amended and restated on September 3, 2021 and published on Cobham and Ultra's websites on September 6, 2021 was further amended and restated to adjust certain financing commitments among the lenders. Furthermore, an additional transfer certificate incremental to the transfer certificate dated September 3, 2021 and published on Cobham and Ultra's websites on September 6, 2021, was entered into on September 7, 2021 to reflect such revised financing commitments among the lenders. As of September 8, 2021, Ultra Directors unanimously recommend that Ultra Shareholders vote in favour of the deal. As on October 4, 2021, transaction is approved at the Court meeting and by the shareholder of Ultra Electronics Holdings plc. As on July 28, 2022, the Court has today issued the Court Order sanctioning the Scheme pursuant to which the acquisition is being implemented. The Scheme remains conditional on delivery of the Court Order to the Registrar of Companies for England and Wales, which is expected to occur on August 1, 2022. The Long stop date is August 5, 2022.

Robert Constant, James Robinson, Richard Perelman of J.P. Morgan Cazenove and Garry Levin, Stuart Ord and George Price of Numis Securities Limited acted as financial advisors for Ultra Electronics. Aadeesh Aggarwal, Ravi Gupta, Nick Ivey and Sabina Pennings of N M Rothschild & Sons Limited, Joe Hannon, Davide Sala, Ben Deary and David Watkins of Credit Suisse, Mark Sorrell, Nick Harper and Bertie Whitehead of Goldman Sachs and Hossein Amir-Aslani, Gwen Billon and Tom Perry of Goldman Sachs acted as financial advisors for Cobham. Kirkland & Ellis International LLP is acting as legal adviser to Cobham and Simon Nicholls, Christian Boney, Lisa Wright, Phil Linnard, Daniel Schaffer, Bianca Pereira, Cameron Anderson, Angus Young, Matthew Spilsbury and Mike Lane of Slaughter and May is acting as legal adviser. Luke McDougall, Richard Kitchen, Peter Schwartz, Edward Holmes, Peter Hayes, John Cobb, Jonathan Pickworth, Seth Chandler, Arun Srivastava, Jennifer Riddle, Arun Birla, David Makso and Jiten Tank of Paul Hastings advised the lenders. Karen Davies and Tim Rennie of Ashurst acted as legal advisors to Credit Suisse, Goldman Sachs and Rothschild & Co.