Informa plc (LSE:INF) made an offer to acquire UBM plc (LSE:UBM) for £3.8 billion on January 17, 2018. Informa plc reached an agreement on terms of the recommended offer to acquire UBM plc on January 30, 2018. Under the terms of the agreement, Informa will acquire the entire issued and to be issued share capital of UBM and would pay £1.63 per outstanding share of UBM in cash and issue 1.083 Informa shares for every UBM share. UBM shareholders will be entitled to elect, subject to availability, to vary the proportions in which they receive new Informa shares and cash in respect of their holdings in UBM shares. However, the total number of new Informa shares to be issued and the maximum amount of cash to be paid under the offer will not be varied as a result of elections under the mix and match facility. Accordingly, elections made by UBM shareholders under the mix and match facility will be satisfied only to the extent that other UBM shareholders make off-setting elections. The offer will be implemented by way of a court-sanctioned scheme of arrangement. Informa has entered into a term loan facility in the amount for £700 million with Bank of America, N.A. in connection with the financing of the cash consideration payable to UBM shareholders pursuant to the offer. In addition, Informa has secured a £400 million and $720 million (£520.6 million) term facility to refinance certain elements of UBM’s debt. Upon completion, it is expected that Informa shareholders would own approximately 65.6% while UBM shareholders would own 34.4% of the combined group. Derek Mapp, Chairman of Informa, would be Chairman of the combined group, Greg Lock, Chairman of UBM, will become the Deputy Chairman of the combined group, Stephen A. Carter, Chief Executive of Informa, would be Chief Executive of the combined group, Gareth Wright, Finance Director of Informa, will be Finance Director of the combined group. The board of the combined group would be comprised of seven non-executive directors from Informa and three from UBM. The Board of Directors of the combined group will also include Informa’s Senior Independent Non-Executive Director, Gareth Bullock. Mary McDowell, David Wei, Helen Owers, Cindy Rose, Stephen Davidson, David Flaschen and John Rishton will also join the Board as Non-Executive Director. The other members of the UBM Board will step down with effect from the effective date. Tim Cobbold, Chief Executive of UBM, and Marina Wyatt, Chief Financial Officer of UBM, will step down from their roles within one month of the effective date. Tim Cobbold will be retained in an advisory capacity through to the end of 2018. The combined group would continue to be headquartered in London. The transaction is subject to satisfactory completion of due diligence and approvals from the boards of both UMB and Informa. The offer is subject to inter alia, the receipt of relevant clearances from competition authorities in China, Germany, Turkey, UK and the US. The offer will be conditional on the approval of the Informa and UBM shareholders. The shareholding meeting for Informa shareholders to approve the transaction is scheduled on April 17, 2018. The offer is also conditional on the sanction of the scheme by the court, third party clearances and other regulatory conditions. Informa has received irrevocable undertakings from the UBM Directors to vote in favor of acquisition. The boards of Informa and UBM unanimously recommended the proposed combination to their respective shareholders. As of April 10, 2018, the approvals from China's Ministry of Commerce, the German Federal Cartel Office and The Turkish Competition Authority have been received. All applicable waiting periods under the United States Hart-Scott-Rodino Antitrust Improvements Act have also expired. Approval from the Competition and Market Authority in the UK is underway. As of April 17, 2018, the transaction has been approved in the court meeting as well as in the General Meetings of both Informa and UBM. 98.88% of Informa shareholders and 99.82% of UBM shareholders voted for of the transaction. As of May 31, 2018, the Competition and Markets Authority (CMA) concluded that the transaction does not qualify for investigation under the merger provisions. The Court sanctioned the Scheme on June 14, 2018. The offer is expected to complete during the second quarter of 2018. UBM Shares are expected to cease trading on June 14, 2018 and the offer is expected to become effective on June 15, 2018. The Scheme will become effective upon the Court order being delivered to the Registrar of Companies, which is expected to take place on June 15, 2018. The proposed combination is expected to result in significant synergies for the combined group and is expected to be earnings accretive for Informa. Gillian Sheldon, John Hannaford, Kush Nanjee and Joe Hannon of Credit Suisse International and Hugo Baring, Dwayne Lysaght, Thomas White and Adam Laursen of J.P. Morgan Cazenove Limited acted as financial advisors and brokers for UBM. Robin Budenberg, Nick Reid and Edward Rowe of Centerview Partners UK LLP, Ed Peel, Geoff Iles, Greg Brown, Mark Davis and Daniel Diamond of Bank of America Merrill Lynch International Limited, Robert Mayhew, Daniel Ross, Matthew Smith and Nicola Tennent of Barclays Bank PLC and Warner Mandel, Alex Mathe, Vicky Yuen van de Vorstenbosch and Richard Sedlacek of N M Rothschild & Sons Limited acted as financial advisors for Informa. Steven Fox, Alex Franks, Katherine Moir, Erik O'Connor, Joseph Cooper, Chris Kemp, Nelson Jung, Michael Rueter and James Neil of Clifford Chance LLP and Mourant Ozannes acted as legal advisors for Informa while Linklaters LLP and Ogier LLP acted as legal advisors for UBM. Computershare Investor Services PLC acted as registrar and Deloitte UK acted as accountant to Informa. Freshfields Bruckhaus Deringer LLP acted as legal advisor to Barclays. Greg Brown and Mark Davis of Allen & Overy LLP acted as legal advisor for Bank of America Merrill Lynch, as arranger for acquisition financing. Ernst & Young acted as accountant to UBM plc. Beste Bozkurt and Itir Çiftçi of Yegin Ciftci acted as legal advisor to Informa plc.