Burger King Worldwide Holdings, Inc. entered into a definitive business combination agreement to acquire Justice Holdings Ltd. (LSE:JUSH) from Pershing Square Capital Management, L.P., Berggruen Holdings, Inc., and other shareholders in a reverse merger transaction on April 3, 2012. Under the terms of the agreement 3G Capital, Burger King Worldwide's principal stockholder, will receive approximately $1.41 billion in cash and continue as the majority shareholder with 71% stake in the combined company. The Justice Holdings shareholders and its founders will own approximately 29% of the combined company. Pershing Square Capital Management, L.P. will own approximately 10% of the combined company's outstanding shares which it will receive as a result of its interests in Justice. Upon closing, the combined company will be incorporated in Delaware and will be renamed Burger King Worldwide, Inc. Justice's shares will be immediately suspended from trading on the London Stock Exchange and, upon closing, it is expected that the newly formed combined company will list and commence trading on the New York Stock Exchange. Martin Franklin and Alan Parker, one of Justice's independent Directors, will join the Board of Directors at closing, along with all of the existing Burger King Worldwide Board members. The entire senior management team of Burger King Worldwide will remain unchanged. The transaction was unanimously approved by the Boards of Directors of both companies, and requires no further shareholder approvals. The transaction is subject to other customary approvals, including antitrust approval, execution of registration rights agreement, listing on the New York Stock Exchange, and the effectiveness of a registration statement to be filed shortly with the U.S. Securities and Exchange Commission. The transaction closing and listing is expected to occur in approximately 60-90 days. As of April 13, 2012, the transaction was granted early antitrust clearance to move ahead with the transaction. René &ndash, Pierre Azria, Alysa Craig, Alexander Shapiro, Jason A. White, Lu Cui, Mathieu Saunder and David Kline of Tegris Advisors acted as financial advisors to Justice on the transaction. Ros Stephenson, James Ben, Spencer Hart, John Welsh and Yoav Wiegenfeldgave of Barclays Capital Inc. acted as fairness opinion providers to Justice's Board of Directors. Stephen Fraidin, William B. Sorabella, David B. Feirstein, Josh Korff, Josh Soszynski and Neil Dugal of Kirkland & Ellis LLP acted as legal advisor to Burger King Worldwide and 3G Capital. Donn A. Beloff, Alan I. Annex I, Bruce I. March, Harry J., Brian J. Gavsie, Matthew W. Miller, Zach M. Schlichter, Reggie Zachariah, Kenneth A. Gerasimovich, Michael D. Helsel, Mary K. Marks, Robert D. Simon, Jason T. Simon, Tim Jeveons, Andrew Caunt, James Mountain, Sarah F. Moyles and Lisa Navarro of Greenberg Traurig, LLP acted as legal advisors and Alan Sinsheimer and Andrew Mason of Sullivan & Cromwell LLP acted as legal advisors to Justice Holdings. Steve Lipin of Brunswick Group LLC acted as public relations advisor to 3G Capital and Justice Holdings Limited. Victor Lewkow, Samuel Bagot, Neil Markel, Chris Macbeth, Katja Armstrong of Cleary, Gottlieb, Steen & Hamilton LLP acted as legal advisor to Barclays Capital PLC. Miguel Piedra of Global Communications acted as PR advisor for Burger King. Credit Suisse Securities (USA) LLC acted as depository bank in the transaction. Robert Briant, Kristian Wilson and Anton Goldstein of Conyers Dill & Pearman acted as legal advisors for Burger King. Maples and Calder acted as legal advisor to Justice Holdings. Burger King Worldwide Holdings, Inc. completed the acquisition of Justice Holdings Ltd. (LSE:JUSH) from Pershing Square Capital Management, L.P., Berggruen Holdings, Inc., and other shareholders in a reverse merger transaction on June 20, 2012.