KKR & Co. Inc. (NYSE:KKR), Canada Pension Plan Investment Board, Public Sector Pension Investment Board and unknown buyer announced its intention to acquire 54.6% stake in Axel Springer SE (DB:SPR) for €3.7 billion on June 12, 2019. The consideration will be €63 per share in cash under the voluntary public tender offer. h.c. Friede Springer indirectly and directly controls 42.6% and Chief Executive Officer, Mathias Döpfner owns 2.8% of Axel Springer. Friede Springer and Mathias Döpfner will not sell shares held by them directly or indirectly as part of the public tender offer. Additionally, KKR, h.c. Friede Springer and Mathias Döpfner have also entered into an investor agreement with Axel Springer. KKR is financing the offer primarily from its European Fund V. Unicredit is providing financing. In case the deal is successful KKR intends to initiate a delisting of Axel Springer.

The investor agreement states, amongst other things, that the editorial independence at Axel Springer will be preserved. Axel Springer will remain a European Stock Corporation (SE). The current Executive Board members of Axel Springer will continue to lead it. The Supervisory Board will continue to be composed of nine members, led by current chairman Ralph Büchi. Provided that the offer is successful with all conditions being met, KKR & Co. Inc. would seek adequate representation on the Supervisory Board of Axel Springer. The voluntary public tender offer will be subject to various customary conditions, including the receipt of regulatory approvals such as merger control, foreign investment control and media concentration, and a minimum offer acceptance of 20% of Axel Springer's share capital. This threshold was agreed between KKR, h.c. Friede Springer and Mathias Döpfner as an appropriate minimum level of participation with a view to the governance rights that shall apply for KKR as part of the consortium with h.c. Friede Springer and Mathias Döpfner as of successful closing of the tender offer. The voluntary public tender offer will only be made pursuant to an offer document to be approved by the German Federal Financial Supervisory Authority. German Federal Financial Supervisory Authority has approved the publication of circular on July 5, 2019. The tender offer has been commenced on July 5, 2019 and will close on August 2, 2019. The investor agreement sets out, subject to the duties of Executive Board and Supervisory Board, that Axel Springer will support the offer. In particular, subject to their review of the offer document, the Executive Board and Supervisory Board of Axel Springer intend to recommend that Axel Springer shareholders accept the offer. As of July 11, 2019, Executive Board and Supervisory Board of Axel Springer recommended shareholders to accept the offer. As on October 7, 2019, the Competition Commission of South Africa unconditionally approved the proposed merger. As on August 5, 2019, KKR announced that the acceptance rate of voluntary public tender offer for the shares of Axel is above the minimum acceptance offer. As of August 7, 2019, Axel Springer had been accepted by shareholders representing 27.8%. The additional acceptance period will last for 14 days and end on August 21, 2019.

As of August 16, 2019, the tender offer has been accepted by Ariane Melanie Springer and Axel Sven Springer representing approximately 3.7% of the shares of the company. As of the end of the additional acceptance period on August 21, 2019, the voluntary public tender offer by KKR has been accepted for an additional 14.7% of the Axel Springer shares. Including the shares which were tendered during the original acceptance period, the final acceptance rate reaches 42.5% of the share capital of Axel Springer SE. In addition, as of the end of the additional acceptance period, agreements have been entered into acquiring Axel Springer shares outside the public tender offer corresponding to approximately 1.04% of the share capital and the voting rights of Axel Springer. The completion of the offer remains subject to merger control, foreign investment and media concentration clearances. As of October 21, 2019, KKR submits a request for approval from European Commission. The European Commission has set November 25, 2019 as the provisional deadline for its approval. Closing of the transaction is expected in the coming months. As of November 23, 2019, European Commission approves the deal. As of December 10, 2019, the last outstanding merger control clearance was obtained. Therefore, all closing conditions are fulfilled. Based on the acceptance rate of the tender offer plus further market purchases through and outside the stock exchange, as on December 10, 2019, KKR & Co. Inc., Canada Pension Plan Investment Board, Public Sector Pension Investment Board and unknown buyer has secured 44.28% of the share capital and the voting rights of Axel Springer SE.

J.P. Morgan acted as financial advisor and Freshfields Bruckhaus Deringer and Ian Barratt, Kate Sinclair, George Dyesmith, Clare Gaskell and Alice Prinsley of Simpson Thacher & Bartlett acted as legal advisors to KKR. Allen & Co. and Goldman Sachs acted as financial advisors and Andreas Austmann, Carsten Schapmann, Stefan Richter, Joachim Rosengarten, Wolfgang Groß, Alf-Henrik Bischke, Christian Strothotte and Fabian Seip of Hengeler Mueller Partnerschaft von Rechtsanwälten mbB acted as legal advisor to Axel Springer. Lazard & Co. acted as financial advisor to the Supervisory Board of Axel Springer. Marco Compagnoni of Weil,Gotshal & Manges Ltd, London acted as the legal advisor to Public Sector Pension Investment Board. Citigroup Inc. (NYSE:C) acted as financial advisor to KKR.