Otis Worldwide Corporation (NYSE:OTIS) made an offer to acquire remaining 49.9% stake in Zardoya Otis, S.A. (BME:ZOT) for €1.6 billion from Euro-Syns SA and others on September 22, 2021. The offer price of €7 will be reduced by an amount of €0.074 per share to €6.93 per share as a result of the dividend announced by Zardoya Otis, whose payment is scheduled for October 11, 2021. Euro-Syns SA, an entity controlled by the Zardoya family, has agreed to irrevocably tender its shares in the voluntary tender offer for Zardoya Otis at an offer price of €7.14 per share, or €7.07 apiece after adjusting for announced dividends of €0.076. The tender offer includes but is not limited to any squeeze or sell out. Otis Worldwide Corporation entered into a CNMV Guarantees Issuance Agreement with Morgan Stanley Bank AG, as a CNMV guarantee provider and Morgan Stanley Senior Funding, Inc. as administrative agent. Pursuant to the Guarantees Issuance Agreement, Morgan Stanley Bank AG has committed to issue to the CNMV a guarantee (in an amount equal to the total purchase price of the tender offer, which is €1.65 billion, as required by the Spanish takeover code. Pre acquisition, Otis Worldwide Corporation indirectly owns 50.01% stake in Zardoya Otis, S.A. Otis Worldwide Corporation entered into a bridge loan credit agreement for an amount of €1.65 billion, the proceeds of which will be used to finance the tender offer and certain additional acquisition measures. As of March 11, 2022, Zardoya Otis Board Issues Favorable Opinion on the transaction.

Submission of the request for authorization of the offer will take place towards the end of the maximum term of one month foreseen. There should be no significant change to Zardoya Otis' employment as a result of this transaction. After completion of the transaction, Zardoya Otis, S.A. will be delisted from the Madrid, Barcelona, Bilbao and Valencia stock exchanges. The tender offer is subject to approval by the Comisión Nacional del Mercado de Valores (CNMV). As of October 28, 2021, the National Securities Market Commission (CNMV) has announced the admission for processing of the takeover bid. As of March 1, 2022, the transaction is approved by the National Securities Market Commission (CNMV). The offer is expected to close in the second quarter of 2022. The transaction is expected to be accretive to Otis Worldwide Corporation. 2022 EPS accretion is expected to be in a range of 3 to 5 cents. Deloitte Financial Advisory Services LLP acted as independent expert, Alfonso Ventoso, Carlos de Cárdenas Smith, and Rafael García-Llaneza of Uría Menéndez Abogados, S.L.P. acted as a legal advisors, Morgan Stanley & Co. LLC acted as the financial advisor and Wachtell, Lipton, Rosen & Katz LLP acted as the legal advisor to Otis Worldwide Corporation. Linklaters Madrid acte as legal advisor to BofA which financial advisor to Board of Directors of Zardoya Otis, S.A.