Morgan Stanley Infrastructure Inc. made an offer to acquire the remaining 28.83% stake in VTG Aktiengesellschaft (DB:VT9) for approximately €440 million on February 24, 2019. Under the terms of the tender offer, Morgan Stanley Infrastructure will pay a statutory minimum price of €53 per share to the existing shareholders of VTG. Morgan Stanley Infrastructure currently owns 71.17% of VTG's share capital. Morgan Stanley and VTG signed a delisting agreement, that stipulates that Morgan Stanley shall not conclude a domination and/or profit and loss transfer agreement until the conclusion of the shareholders' meeting in 2022 nor shall it change VTG's legal form until the conclusion of the shareholders' meeting in 2021. Herz Foundation entered into an agreement with offeror, under which Herz Foundation is obligated not to tender its 15% shareholding in VTG. The offeror will finance the transaction from €353 million received from Omers Administration Corporation against the issuance of two notes. Morgan Stanley also commits to ensure, to the extent legally possible, that the supervisory board will have an independent chairman and at least two additional independent board members until the conclusion of the shareholders' meeting in 2022. As a result of the completion of the offer, VTG's shares will no longer be admitted for trading or be traded on a domestic regulated market or on a comparable foreign market. The de-listing offer was approved by the supervisory board of VTG. The acceptance period will start on March 3, 2019 and will end on April 8, 2019. J.P. Morgan acted as financial advisor to Morgan Stanley Infrastructure Partners. Sullivan & Cromwell LLP acted as legal advisor to Morgan Stanley Infrastructure Partners. Tobias Larisch of LATHAM & WATKINS LLP acted as the legal advisor to Omers Administration as part of the financing.