CYBG PLC (LSE:CYBG) made an offer to acquire Virgin Money Holdings (UK) plc (LSE:VM.) for £1.6 billion on May 7, 2018. CYBG offered to acquire all the issued and to be issued ordinary share capital of Virgin Money on the basis of an exchange ratio of 1.1297 new CYBG shares for each Virgin Money share. The transaction is subject to satisfactory due diligence, recommendation of Virgin Money’s Board of Directors and reaching agreement with Virgin Money. Virgin Money’s board is still reviewing the proposed deal. Virgin Money advised the shareholders to take no action in relation to the proposal. As of June 3, 2018, CYBG offered to acquire all the issued and to be issued ordinary share capital of Virgin Money on the basis of an exchange ratio of 1.2125 new CYBG shares for each Virgin Money share. The board of CYBG PLC (LSE:CYBG) agreed to acquire Virgin Money Holdings (UK) plc (LSE:VM.) on June 18, 2018. Following completion of the offer, Jim Pettigrew, Chairman of CYBG, David Duffy, Chief Executive Officer of CYBG and Ian Smith, Chief Financial Officer of CYBG will retain their current positions in the Combined Group. Jayne-Anne Gadhia, Chief Executive Officer of Virgin Money will support the Combined Group as a senior adviser to the Chief Executive Officer. Two of the non-executive directors currently on the Virgin Money Board, as well as one non-executive director nominated by Virgin Enterprises pursuant to its rights under the Brand Licence Agreement, will become members of the CYBG Board on completion of the offer, subject to the usual regulatory approvals. Post completion, Geeta Gopalan, Darren Pope and Amy Stirling will be appointed to the Board of CYBG and Clydesdale Bank PLC. CYBG's shares will continue to have their primary listing on the Official List and will continue to trade on the London Stock Exchange. CYBG will continue to have a secondary listing on, and CHESS Depositary Interests representing CYBG Shares will continue to trade on, the Australian Securities Exchange. The registered offices of CYBG and Virgin Money will remain in England following completion of the offer, and the Combined Group will be headquartered in Glasgow, Scotland. The transaction is conditional upon approval by a majority in number representing not less than 75% of Virgin Money shareholders at the Court Meeting, all resolutions necessary to approve and implement the scheme being duly passed by the requisite majority or majorities at the Virgin Money General Meeting, the sanction of the Scheme with or without modification by the Court and the delivery of the office copy of the Court Order to the Registrar of Companies, the passing at the CYBG General Meeting by the requisite majority of CYBG shareholders of such resolution or resolutions as are necessary to approve, implement and effect the offer and the acquisition of Virgin Money Shares, passing at the Virgin Money General Meeting of an ordinary resolution of the Independent Virgin Money shareholders voting on a poll to approve the Brand Licence Agreement, the Financial Conduct Authority having acknowledged to CYBG that the application for the Admission of the New CYBG Shares to the Official List with a premium listing has been approved and admission will become effective as soon as a dealing notice has been issued by the Financial Conduct Authority and any listing conditions have been satisfied, the London Stock Exchange having acknowledged to CYBG that the New CYBG Shares will be admitted to trading on the Main Market of the London Stock Exchange, approval of the Competition and Markets Authority of the UK and the approval under the Financial Services and Markets Act 2000. General meeting of CYBG shareholders will be held on September 10, 2018 to approve the transaction. Virgin Money constituted a committee of independent directors, comprising all of the executive and non-executive directors of Virgin Money other than Amy Stirling and Patrick McCall who represent Virgin Holdings and Virgin Enterprises. The independent Virgin Money Directors consider the terms of the offer to be fair and reasonable and intend unanimously to recommend that the Virgin Money shareholders vote in favor of the resolutions to be proposed at the Virgin Money Meetings. The CYBG Board considers the offer to be in the best interests of CYBG and the CYBG shareholders as a whole and intends unanimously to recommend that CYBG shareholders vote in favor of the resolutions to approve the offer to be proposed at the CYBG General Meeting. CYBG has received an irrevocable undertaking to vote in favor of the Scheme at the Court Meeting and the resolutions to be proposed at the Virgin Money general meeting from Virgin Holdings in respect of 155 million Virgin Money shares representing approximately 34.8% of the issued ordinary share capital of Virgin Money. As of September 10, 2018, the transaction was approved by the shareholders of Virgin Money and CYBG. As of October 3, 2018, Financial Conduct Authority and the Prudential Regulation Authority approved the transaction. The High Court of Justice in England and Wales made an order sanctioning the Scheme under section 899 of the Companies Act 2006. The offer is expected to complete during calendar fourth quarter of 2018. It is expected that the scheme will become effective on October 15, 2018. The scheme has a long stop date of January 31, 2019. The combination is expected to be materially accretive for both sets of shareholders on an earnings per share basis once full cost synergies have been delivered. William Chalmers, Shirav Patel and Sam McLennan of Morgan Stanley & Co. International plc and Tadhg Flood, Nicholas Hunt and James Arculus of Deutsche Bank AG, London Branch acted as financial advisors, Deloitte is acting as reporting accountant, David Pudge, Gareth Camp, Simon Crown, Alex Franks, Erik Edgar Eoin O'Connor, Olivia May Higgs, Catherine Freeman, Katherine A Moir, Stephen Michael Reese, Leigh Smith, James Spencer, Henry William, Phoebe Imogen Zoe Richardson, James Gordon Koessler, Adrian Cartwright, Christopher Walsh, Alex Nourry, Chandralekha Ghosh, Charles Hugh Reade Morris, Diego Ballon Ossio, Sonia Gilbert, Lauren Evans, Chinwe Odimba -Chapman, Clare Elizabeth Hoxey, David Harkness and Matthew Terence Preston of Clifford Chance LLP acted as legal advisors to CYBG PLC. David Broadley, George Knighton, Seth Jones, Claire Coppel, Eimear Coady, Chloe Bowskill and Anthony Bowen of Allen & Overy LLP acted as legal advisors, Anthony Gutman, John Brennan, Nimesh Khiroya, Ronan Breen and James A. Kelly of Goldman Sachs International and Robert Redshaw of Citigroup Global Markets Limited acted as financial advisors and brokers to Virgin Money Holdings. Roland Turnill, Rob Innes, Max Schofield, Liam Healy, Cathy Connolly, Richard McDonnell, Matthew Harman and Jan Putnis of Slaughter and May acted as legal advisors to Virgin Group Holdings Limited. Mike Flockhart, James Frecknall & Alan Davies of Herbert Smith Freehills LLP acted as a legal advisor to Morgan Stanley International being advised from Herbert Smith LLP. Ashcombe Advisers LLP acted as financial advisor to Virgin Holdings. Jonny Allison, Paul Donnelly and Alexander Reynolds of Macquarie Capital (USA) Inc acted as acted as financial advisors to CYBG PLC (LSE:CYBG). CYBG PLC (LSE:CYBG) completed the acquisition of Virgin Money Holdings (UK) plc (LSE:VM.) on October 15, 2018. As a result of the transaction, the following resignations from the Board of Virgin Money plc are now effective: Irene Dorner, Jayne-Anne Gadhia, Peter Bole, Eva Eisenschimmel, Colin Keogh, Norman McLuskie and Marian Martin. The appointments of Jim Pettigrew, David Duffy, Ian Smith, Clive Adamson, David Bennett, Paul Coby, Debbie Crosbie, Adrian Grace, Fiona MacLeod, Dr Teresa-Robson-Capps, Amy Stirling and Tim Wade to the Board of Virgin Money plc are now effective. The appointments of Geeta Gopalan and Darren Pope to the Board of Clydesdale Bank PLC and as independent non-executive directors of CYBG and the appointment of Amy Stirling to the Board of Clydesdale Bank PLC and as a non-executive director of CYBG are now effective.