PMI Global Services, Inc. agreed to acquire Vectura Group plc (LSE:VEC) from AXA Investment Managers S.A., Legal & General Investment Management Limited, The Vanguard Group, Inc. and others for approximately £920 million on July 9, 2021. The cash consideration will comprise of Philip Morris International acquiring all the issued shares for £1.5 per share. The offer will be structured as a scheme of arrangement. An interim dividend of £0.19 per share is paid by Vectura to its shareholders on June 11, 2021. Axa Investment Managers said it was selling its entire 3.9% holding, worth around £44 million and Legal & General Investment Managers also declared it is tendering its 3.7% stake. The cash consideration will be funded from existing cash resource by Philip Morris International Inc. On completion, applications will be made for the cancellation of the listing of Vectura Shares on the Official List and the cancellation of trading of the Vectura Shares on the Main Market of the London Stock Exchange. It is intended that, upon completion of the acquisition, each of the non-executive members of the Vectura Board shall resign from his or her office as a Director of Vectura. Vectura’s management and employees will continue to be key to its future success. PMI intends to operate Vectura as an autonomous business unit. As on August 6, 2021, the offer price by The Carlyle Group Inc. increased to £1.5 per share. As on August 8, 2021, the offer price increased to £1.65 per share and the deal turned into hostile. As of August 17, 2021, PMI Global Services, Inc. has acquired an interest in 135.5 million Vectura shares, representing approximately 22.61% at £1.65 per share in market purchases. PMI is seeking to make further market purchases of Vectura Shares at a price of up to £1.65 for each Vectura share. The transaction is subject to the approval of the Scheme by a majority in number of the Vectura Shareholders who are present and vote at the Court Meeting, either in person or by proxy, and who represent 75% or more in value of the Vectura Shares voted by those Vectura Shareholders; the approval by Vectura Shareholders of the resolutions relating to the Acquisition representing at least 75% of votes cast at the General Meeting; the sanction of the Scheme by the Court; the delivery of a copy of the Court Order to the Registrar of Companies; the satisfaction or waiver of the UK National Security and Investment Condition, the German Foreign Investment Condition; and approval under the respective merger control rules by the Competition and Consumer Protection Commission of the Republic of Ireland and the Japanese Fair Trade Commission being obtained. The Vectura Directors intend to recommend unanimously that Vectura Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Vectura General Meeting. As on August 9, 2021, the PMI Offer would be implemented by way of a Takeover Offer, rather than by way of the PMI Scheme. As on August 12, 2021, the board of Vectura unanimously recommended the increased offer price to its shareholders. Court meeting and Vectura General Meeting is to be held on August 24, 2021. As on August 19, 2021, PMI owns a total of 174,804,443 Vectura Shares, representing approximately 29.16% of the ordinary share capital of Vectura. As on August 24, 2021, the Court Meeting and Vectura General Meeting convened in respect of the PMI Scheme were adjourned, as a result of the Switch, to Takeover Offer, from PMI Scheme. As of September 12, 2021, Philip Morris investors including Axa, Legal & General and Vanguard has urged shareholders to not approve the takeover. As of September 14, 2021, the transaction was approved by Japan Fair Trade Commission and all the regulatory approval has been now received. As on September 15, 2021, 448.2 million shares, representing 74.8% shares were tendered and thus the acceptance condition was met, making the offer unconditional. As of September 16, 2021, Philip Morris International had received about 75% of Vectura shares from shareholders as part of a public tender offer. The Scheme is expected to become Effective in the second half of 2021 with a long stop date of December 31, 2021. The offer will initially remain open for acceptance until September 15, 2021. As on September 15, 2021, offer period was extended till September 30, 2021. As on September 17, 2021, valid acceptance has been received for approximately 77.57% of Vectura Group plc. As of September 30, 2021, PMI and PMI Bidder are announced that the Offer has been extended and will remain open for acceptance until further notice. At least 14 days' notice will be given by an announcement before the Offer is closed. PMI and PMI Bidder have therefore acquired or received valid acceptances of the Offer in respect of 594,653,669 Vectura Shares in aggregate, representing approximately 96.86 per cent. of the Vectura Shares. Delisting is expected on October 19, 2021. PMI Bidder intends to exercise its rights to acquire the remaining Vectura Shares on a compulsory basis if acceptance reaches 90% or more. PMI Bidder intention to exercise its rights to compulsorily Vectura Shares in respect of which acceptances have not received. Christina Dix, Geoff Iles, James Machin and Jack Williams of Merrill Lynch International acted as financial advisors to PMI and DLA Piper UK LLP acted as legal advisor to PMI and Philip Morris International. James Mitford, Hemant Kapoor, Celia Murray, and Alex Bruce of J.P. Morgan Securities plc acted as joint financial advisors and join corporate brokers and Julian Hudson, Vincent Meziere, and Toby Wright of N.M. Rothschild & Sons Limited and Numis Corporation Plc (AIM:NUM) acted as joint financial advisors to directors of Vectura. Clifford Chance LLP acted as legal advisor to Vectura. Computershare Investor Services Plc acted as registrar to Vectura. Christina Dix, Geoff Iles, James Machin and Jack Williams of Bank of America Securities Limited acted as financial advisor to PMI. PMI Global Services, Inc. completed the acquisition of Vectura Group plc (LSE:VEC) from AXA Investment Managers S.A., Legal & General Investment Management Limited, The Vanguard Group, Inc. and others on October 19, 2021. Vectura has been delisted from the London Stock Exchange's Main Market.