Clayton, Dubilier & Rice Fund XI, L.P., fund managed by Clayton, Dubilier & Rice, LLC made an unsolicited highly conditional non-binding proposal to acquire Wm Morrison Supermarkets PLC (LSE:MRW) for approximately £5.6 billion on June 14, 2021. Offer is to be affected by means of a scheme of arrangement. Under the terms of transaction, CD&R proposed cash offer is £2.3 per Morrisons share. Fortress Investment Group (UK) Ltd., Canada Pension Plan Investment Board, Cambourne Life Investment Pte Ltd and Koch Real Estate Investments made an offer to acquire Wm Morrison Supermarkets PLC from Morrison family, Silchester International Investors LLP and others for £6.7 billion on July 3, 2021. As of August 6, 2021, the offer price for Fortress offer was increased to £2.72 per share. On August 9, 2021, U.K. Takeover Panel extended the deadline for Clayton Dubilier & Rice LLC to make an offer for Wm Morrison Supermarkets PLC considering the latest offer by Fortress Investment Group Ltd. The new deadline for Clayton Dubilier to either make an offer for Wm Morrison Supermarkets PLC or walk away is August 20, 2021. It was previously August 9, 2021. On August 19, 2021, the parties entered into an agreement on a revised bid offer from Clayton, Dubilier & Rice, under which the shares of Wm Morrison Supermarkets will be acquired for £2.85 each. As of September 8, 2021, The British supermarket chain Morrisons plans to end a bidding war for Wm Morrison by holding an auction between two U.S.-based investment groups that have made competing offers. As of September 29, 2021, the auction procedure will take place on October 2, 2021. Result of the auction will be announced by no later than October 4, 2021. As of October 2, 2021, Wm Morrison Supermarkets selected Clayton, Dubilier as winner in auction and offered to acquire Wm Morrison Supermarkets PLC for the final offer price of £2.87. The offer value payable to Morrisons shareholders will be financed from a combination of equity capital to be invested by CD&R Fund XI, Ares European Direct Lending and Alternative Credit Funds and West Street Strategic Solutions and committed financing provided by Goldman Sachs Bank USA, BNP Paribas SA, Bank of America, N.A., London Branch, and Mizuho Bank, Ltd. The additional consideration payable under the CD&R Final Offer will be funded by CD&R Fund XI in accordance with the provisions of the equity commitment letter entered into by CD&R Bidco and CD&R Fund XI on the date of this announcement.

The Conditional Proposal was subject to the satisfaction or waiver by CD&R of a number of pre-conditions including the completion of detailed due diligence and the arrangement of debt financing. The transaction requires at least 75% of Morrisons Shareholders' approval, court approval, third party clearances and other closing conditions. Considering the new offer, Morrison adjourned its general meeting that was due to be held on August 16, 2021 to give Clayton Dubilier time to consider its options over the latest offer. The meeting will now be held on August 27, 2021. The Board of Wm Morrison Supermarkets rejected the offer on June 17, 2021. On June 17, 2021, the Board of Morrisons evaluated the conditional proposal together with its financial adviser, Rothschild & Co, and unanimously concluded that the conditional proposal significantly undervalued Morrisons and its prospects. Morrison still believes the new Fortress offer is in the best interest of shareholders, and it won't be withdrawing its recommendation. Meeting of Court will be held on October 25, 2021. As of August 24, 2021, the Board of Directors of Morrisons intends to recommend the CD&R revised offer to Morrisons' shareholders and has withdrawn its recommendation of the Fortress offer. As of October 4, 2021, The Morrisons Directors, consider the terms of the CD&R Final Offer to be fair and reasonable and unanimously recommended that Morrisons Shareholders vote in favor of the revised offer Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting, each convened for October 19, 2021. The shareholders of Wm Morrison Supermarkets approved the transaction on October 19, 2021. The offer is expected to become effective in October 2021. As of October 19, 2021, the scheme will be effective on October 27, 2021. Long Stop Date of the offer is April 2, 2022. As on October 20, 2021, that the takeover will be completed on October 26, 2021 and shares in Morrisons will be delisted from the London Stock Exchange by October 28, 2021. As of October 25, 2021, the deal was approved by Court.

John Deans, Majid Ishaq, Stephen Griffiths and Alice Squires of N M Rothschild & Sons Limited acted as financial advisors for Morrisons. Tony White and Philip Noblet of Jefferies International Limited acted as financial advisors for Morrisons. Malachy McEntyre, Dru Danford, and Mark Percy of Shore Capital Limited acted as financial advisors for Morrisons. Ashurst LLP acted as legal advisor for Morrisons. Anthony Gutman, Nick Harper, Jimmy Bastock and Milan Hasecic of Goldman Sachs International along with Dwayne Lysaght, Jeannette Smits van Oyen and Thomas Christl of J.P. Morgan Securities plc acted as financial advisors for Clayton. BNP Paribas, BofA Securities (Merrill Lynch International), and Mizuho also acted as financial advisors while Simon Tinkler, Steven Fox, Katherine Moir, Greg Olsen, Jenny Storey, Mike Crossan, Franc Pena, Erik O'Connor, Olivia Higgs, Holly Anderson, George Holman, Elliot Hirst and Abi Birch of Clifford Chance LLP acted as legal advisors, Alan Davies and Ryan Rafferty of Debevoise & Plimpton LLP and Anne-Marie Winton of ARC Pensions Law LLP acted as the legal advisors for Clayton. Equiniti Limited acted as registrar to Morrison. Alan Davies and Ryan Rafferty of Debevoise & Plimpton LLP also advised in financing aspects of it's cash offer for Wm Morrison Supermarkets PLC to Clayton, Dubilier & Rice. Paul Whitelock, Kit McCarthy and James Dunnett of Norton Rose Fulbright acted as the legal advisors to Goldman Sachs and J.P. Morgan. Clayton, Dubilier & Rice, LLC will spend an estimate of £42 million on Financial and corporate broking advice, £12.9 million on Legal advice and £2.3 million on Accounting advice. Morrisons Group will spend an estimate of £47.9 million on Financial and corporate broking advice, £5.3 million on Legal advice and nil on Accounting advice. Paul Whitelock, Kit McCarthy and James Dunnett of Norton Rose Fulbright acted as the legal advisors to Goldman Sachs and J.P. Morgan.

Clayton, Dubilier & Rice Fund XI, L.P., fund managed by Clayton, Dubilier & Rice, LLC completed the acquisition of Wm Morrison Supermarkets PLC (LSE:MRW) on October 27, 2021. As the Scheme has now become Effective, Morrisons duly announces that, with effect from today's date, Andrew Higginson, Rooney Anand, Susanne Given, Kevin Havelock, Lyssa McGowan and Jeremy Townsend have tendered their resignations and stepped down from the Morrisons Board. David Potts, Trevor Strain and Michael Gleeson will remain on the Morrisons Board. As per update on October 29, 2021, Competition and Markets Authority of England has started investigation about the transaction. The CMA announced the launch of its merger inquiry by notice to the Parties on January 27, 2022 and has a deadline of March 24, 2022 for its phase 1 decision. The probe will look into whether the deal "has resulted, or may be expected to result, in a substantial lessening of competition within any market or markets in the United Kingdom. As of March 24, 2022, the CMA has decided, on the information currently available to it, that it is or may be the case that this merger may be expected to result in a substantial lessening of competition within a market or markets in UK. This merger will be referred for a phase 2 investigation unless the parties offer acceptable undertakings to address these competition concerns. Morrisons' private equity owners will carve up the business and sell £500 million worth of manufacturing and distribution sites, the house pledged not to engage in major sales and leasebacks of stores at the time of purchase. As of June 9, 2022, Britain's Competition and Markets Authority has decided to clear the acquisition of supermarket chain Wm Morrisons Supermarkets Ltd. by a consortium led by Clayton, Dubilier & Rice LLC.