Parker-Hannifin Corporation (NYSE:PH) made an offer to acquire Meggitt PLC (LSE:MGGT) from Nigel Rudd and others for £6.3 billion on August 2, 2021. Under the terms of the acquisition, Parker-Hannifin Corporation will acquire the entire issued and to be issued ordinary share capital of Meggitt at the offer price of £8 per share. It is intended that acquisition will be implemented by means of a Court-sanctioned scheme of arrangement. The cash consideration payable by Parker, together with certain fees and expenses in connection with the acquisition, is expected to be funded by a combination of cash resources, borrowing under debt facilities to be entered into or otherwise available to Parker and net proceeds of debt securities to be issued by Parker. In support of its obligations to pay the cash consideration and such fees and expenses, Parker has entered into a term loan bridge facility of £6.52 billion obtained from Citibank, N.A. Subject to the conditions in the bridge credit agreement, the commitments may be reduced by proceeds of certain equity offerings of Parker-Hannifin Corporation and certain additional indebtedness that may be incurred by Parker-Hannifin Corporation to finance the acquisition. In due course, and in place of drawing under the bridge facility, Parker intends to obtain and enter into a new $2 billion (£1.4 billion) senior unsecured term loan facility, which will be used to reduce (and partially replace) the Bridge Facility and an amendment to its existing revolving credit agreement to increase the commitments thereunder and to make certain other changes to the terms thereof in connection with the acquisition. After the effective date, each of Meggitt's existing four divisions (being Airframe Systems, Engine Systems, Energy & Equipment and Services & Support) will operate under the combined Parker-Meggitt names. On August 10, 2021, TransDigm Group Incorporated offered a preliminary, non-binding proposal for entire shares of Meggitt at ¥90 per share. As of August 27, 2021, Parker-Hannifin Corporation entered into a Credit Agreement on $2 billion (£1440 million) to fund the transaction. As of June 6, 2022, Parker priced an offering of $3,600,000,000 (£2,881,882,800) aggregate principal amount of Senior Notes, with settlement occurring on 15 June 2022. Following confirmation of settlement on 15 June 2022, the Bridge Facility has been reduced from £3.2 billion to £0.6 billion. As of July 20, 2022, the Bridge Facility has been reduced from £0.6 billion to nil.

Parker intends to combine the skills and experience of the employees of the Meggitt Group in the Combined Group. The transaction is subject to Meggitt PLC Shareholders approval and court approval, antitrust approvals, foreign investment approvals and clearances and regulatory approvals. The transaction is subject to UK CMA clearance, European Commission clearance, United States Hart Scott Rodino clearance, Australia ACCC clearance, Brazil CADE clearance, China SAMR clearance, Mexico Competition Authority clearance, Turkey TCA clearance, Foreign Acquisitions and Takeovers Act 1975 (Cth) (FATA), Danish Business Authority, French foreign investment clearance, German Foreign Trade Act, Italian FDI clearance and others, general third party official authorizations and regulatory clearances, no adverse change, litigation or regulatory enquiry, no discovery of certain matters, Anti-corruption, sanctions and criminal property. The directors of Meggitt, consider the terms of the acquisition is fair and reasonable. Directors of Meggitt intend unanimously to recommend that Meggitt Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting as the directors of Meggitt have irrevocably undertaken to do in respect of those Meggitt Shares they hold and in respect of which they control the voting rights. As of September 21, 2021, shareholders of Meggitt approved the transaction. As on October 18, 2021, The UK government has ordered a probe into Meggitt PLC's takeover offer by Parker-Hannifin Corp, on the grounds of national security concerns. The UK Secretary of State for Business, Energy & Industrial Strategy Kwasi Kwarteng has issued a Public Interest Intervention notice to intervene in the proposed transaction. The UK Competition & Markets Authority is required to investigate the proposed transaction and make a report by March 18, 2022. As of October 19, 2021, Secretary of State has referred the recommended acquisition of Meggitt by Parker-Hannifin Corporation to the Competition and Markets Authority on the grounds of a national security public interest consideration. The MEGGITT PLC also notes that the CMA is required to report to the Secretary of State by midnight at the end of March 18, 2022 and looks forward to engaging constructively with the CMA on its review. As of March 28, 2022, The Competition and Consumer Commission of Singapore (“CCCS”) has cleared the proposed transaction. As of April 11, 2022, the transaction is approved by European Commission. Also the transaction has been approved, without any conditions, by Australian Foreign Investment Review Board, Australian Competition and Consumer Commission, Competition and Consumer Commission of Singapore, Saudi Arabian General Authority for Competition, Danish Business Authority, German Federal Ministry for Economic Affairs and Energy, Presidency of the Italian Council of Ministries and Turkish Competition Board. As of June 28, 2022, the UK Secretary of State for Business, Energy and Industrial Strategy is ‘minded to accept' its proposed undertakings on competition and national security. This decision is now subject to a public consultation period, which is due on July 13, 2022. Subject to this consultation, the UK Secretary of State will be in a position to approve the acquisition without further review. On July 19, 2022, transaction is cleared to proceed by the UK Government. As of August 26, 2022, All of the conditions to the Acquisition relating to antitrust and foreign investment approvals have been satisfied. On September 9, 2022, the High Court of Justice in England and Wales had sanctioned the Scheme. It is expected that the acquisition will complete during third quarter of 2022, subject to the satisfaction (or, where applicable, waiver) of the Conditions. As of August 26, 2022, expected date of completion is September 12, 2022. It is intended that an application will be made to the FCA for the cancellation of the listing of the Meggitt Shares. The transaction is expected to be earnings accretive in the first full 12 months after closing.

Jan Skarbek, Sian Evans, Rory Scott and Andrew Miller-Jones of Citigroup Global Markets Limited acted as financial advisors to Parker-Hannifin Corporation. Freshfields Bruckhaus Deringer LLP acted as legal advisor to Parker. Paul Dickson, Christian Boney, Bertrand Louveaux, Phil Linnard, Charles Cameron and Gareth Miles of Slaughter and May acted as legal advisors to Meggitt. Ravi Gupta, Sabina Pennings and David Morrison of N M Rothschild & Sons Limited, Ben Grindley, Shirav Patel and Josh Bretherton of Morgan Stanley (NYSE:MS) and Edward Peel and Oliver Elias of Merrill Lynch International acted as financial advisors to Meggitt PLC. Pat Leddy of Jones Day acted as legal advisor to Parker-Hannifin Corporation. Baker & McKenzie LLP has advised to Citigroup Global Markets Limited. Computershare Investor Services PLC acted as registrar of Meggitt.

Parker-Hannifin Corporation (NYSE:PH) completed the acquisition of Meggitt PLC (LSE : MGGT) from Nigel Rudd and others on September 12, 2022. As Scheme becomes effective, Nigel Rudd DL, Antony Wood, Louisa Burdett, Alison Goligher OBE, Guy Berruyer, Colin Day, Nancy Gioia, Guy Hachey and Caroline Silver have tendered their resignations and have stepped down from the Meggitt Board. In addition, Jim Elsey, Graham Ellinor and Chris Mason have been appointed as directors of Meggitt.