NortonLifeLock Inc. (NasdaqGS:NLOK) reached an agreement to acquire Avast Plc (LSE:AVST) for $7.1 billion on July 14, 2021. NortonLifeLock Inc. entered into agreement to acquire Avast Plc on August 10, 2021. The merger will be implemented by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006, as amended, sanctioned by the High Court of Justice in England and Wales. Under the terms of the Merger, Avast shareholders will be entitled to elect to receive either: (i) $7.61 in cash and 0.0302 of a new company share of NortonLifeLock common stock (Majority Cash Option) or (ii) $2.37 in cash and 0.1937 of a NortonLifeLock share (Majority Stock Option). The majority cash option comprises approximately 90% by value in cash and approximately 10% by value in New NortonLifeLock shares. The majority stock option comprises approximately 31% by value in cash and approximately 69% by value in new NortonLifeLock shares. The scheme will lapse if the merger is not completed before on December 31, 2022. The cash consideration payable to Avast shareholders under the terms of the merger will be financed by debt to be provided under the interim facilities agreement underwritten by Bank of America, N.A. and Wells Fargo Bank, N.A. Bank of America and Wells Fargo Bank N.A. agreed to provide NortonLifeLock Inc. with a $3.6 billion term loan interim facility B, $750 million term loan interim facility A1 and $3.5 billion term loan interim facility A2, and a $1.5 billion interim revolving facility, and the commitment letter in order to, among other things, finance the cash consideration payable by the NortonLifeLock in connection with the merger. In case the merger is not completed, NortonLifeLock would be required to pay a NortonLifeLock Board Recommendation Change Break Payment of $300 million in cash, or Regulatory Condition Break Payment of $200 million, or NortonLifeLock Stockholder Approval Failure Break Payment of $100 million. On September 1, 2021, NortonLifeLock entered into an Amendment and Restatement Agreement and an Amended and Restated Commitment Letter, which amend and restate each of the Interim Facilities Agreement and the Commitment Letter, respectively, in their entirety. Along with existing interim lenders, Bank of America, N.A. and Wells Fargo Bank, N.A., acceding interim lenders will also provide fund. Acceding interim lenders are JPMorgan Chase Bank, N.A., The Bank of Nova Scotia, Mizuho Bank, Ltd., Truist Bank, MUFG Bank, Ltd., BNP Paribas, Bank of Montreal, Fifth Third Bank, Citizens Bank, N.A., HSBC Bank USA, National Association, Santander Bank, N.A., Sumitomo Mitsui Banking Corporation, PNC Bank, National Association, Capital One, National Association and The Huntington National Bank.

Following completion of the merger, it is intended that Avast's Chief Executive Officer, Ondrej Vlcek, will join NortonLifeLock as President and become a member of the NortonLifeLock board of directors. In addition, Pavel Baudiš, a co-founder of Avast and current member of the Avast board of directors, is expected to join the NortonLifeLock board of directors as an independent director. It is intended further that, upon completion of the Merger, each of the non-executive members of the Avast board of directors will resign as directors of Avast. Following completion of the merger, it is intended that Vincent Pilette, Chief Executive Officer of NortonLifeLock, will be Chief Executive Officer of the combined company, and Natalie Derse, Chief Financial Officer of NortonLifeLock, will be Chief Financial Officer of the combined company. On completion of the merger, the combined company will be dual headquartered in Prague, Czech Republic and Tempe, Arizona, USA, and will have a significant presence in the Czech Republic. The combined company will be listed on NASDAQ.

The transaction is subject to approval of High Court of Justice in England and Wales, approval of the scheme by the Avast shareholders at the Court Meeting and the general meeting and the approval by the NortonLifeLock's stockholders, the receipt of applicable antitrust and regulatory clearances, NortonLifeLock shareholder approval the issuance of the New NortonLifeLock shares in connection with the merger being duly approved. Avast Directors intend to recommend unanimously that Avast shareholders vote or procure votes in favor of the resolutions relating to the scheme at the meetings. The NortonLifeLock board of directors has unanimously determined that the merger is fair to and in the best interests of NortonLifeLock and its stockholders and recommends that stockholders vote for the merger. A special meeting of NortonLifeLock shareholders will be held on November 4, 2021. As of November 4, 2021, NortonLifeLock shareholders voted overwhelmingly to support our ongoing transformation through the proposed merger with Avast. 99.9% of voting NortonLifeLock shareholders approved the issuance of new NortonLifeLock shares representing the stock consideration for the proposed merger with Avast PLC. As of November 4, 2021, shareholders of NortonLifeLock approved the transaction. As of November 22, 2021, shareholders of Avast has approved the transaction. Merger will be completed in mid-2022. The scheme will lapse if the merger is not completed before December 31, 2022 or such later time and/or date as the parties may agree. The merger is expected to be double-digit accretive to NortonLifeLock's non-GAAP EPS within the first full year following completion of the merger. As of August 3, 2022, UK Competition & Markets Authority have approved the transaction.

Naveen Nataraj, Edward Banks, Anil Rachwani, Swag Ganguly and Wladimir Wallaert of Evercore Partners International LLP acted as financial advisors and provided fairness opinion to NortonLifeLock. Christian Lesueur, Rahul Luthra, Jonathan Rowley, Aadhar Patel and Meera Sheth of UBS AG London Branch acted as financial advisor to Avast. Bill Hutchings, James Robinson, James Summer and Jonty Edwards of J.P. Morgan Securities plc acted as financial advisor to Avast. Rebecca Farrington, Kathryn Mims of White & Case (Washington, DC), Bryan Merryman (Houston), Chang-Do Gong, Suni Sreepada and Justin Wagstaff of White & Case (New York), Eva Svoboda, Jan Jakoubek and Jan Andrusko of White & Case Advokátní kancelár, Mark Powell, Katarzyna Czapracka and Alexandra Rogers of White & Case LLP Avocats-Advocaten and Dominic Ross, Lucy Bullock, Nicholas Greenacre, Marc Israel, Will Smith, Tim Hickman, Amanda Cowell, Jonah Anderson and Allan Taylor of White & Case LLP acted as legal advisor to Avast. Daniel Wolf, Edward J. Lee, Carlo Zenkner, Melissa Hutson, Kirsteen Nicol, Thomas Dobleman, Ambarish Dash, Daniel Amato, Sophia Hudson, Jennifer Lee, Seth Traxler, Emma Flett, Daniel Lewis, Andrea Murino, Paula Riedel, Jeffrey Ayer, Matthew Sinclair-Thomson, Ivan Schlager, Nathan Mitchell, Sara Zablotney, Sherry Xie and Scott Price of Kirkland & Ellis LLP acted as legal advisor to NortonLifeLock. Harry Coghill, Tom Rose, Mark Slade, Tim Redman, Emma Bailey, Natasha Sellayah, Robert Collard, Rasmus Berglund, Saba Palizi, Jeremy Moncrieff and Laura Foley of Macfarlanes LLP acted as legal advisor to NortonLifeLock. BofA Securities, Inc. acted as financial advisor for NortonLifeLock Inc. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Tom Mercer, Tim Rennie and Harry Thimont of Ashurst acted as a financial advisor to Evercore Partners International LLP. D.F. King & Co., Inc. acted as proxy solicitor for NortonLifeLock for a fee of approximately $12,500, as well as reasonable and documented out-of-pocket expenses. NortonLifeLock has agreed to pay Evercore a fee for its services in the amount of $18 million, of which $4 million became payable upon delivery of Evercore's opinion, and the balance of which will be payable contingent upon the consummation of the Merger.