Walmart Inc. (NYSE:WMT) entered into a definitive agreement to acquire VIZIO Holding Corp. (NYSE:VZIO) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Innolux Corporation (TWSE:3481), Q-Run Holdings Ltd. and others for $2.4 billion on February 19, 2024. The sale side termination fee equates to $78 million. The transaction is subject to regulatory clearance and other closing conditions specified in the merger agreement. VIZIO?s Board of Directors has unanimously approved the transaction. VIZIO stockholders (including Mr. Wang and his affiliates) holding approximately 89% of the voting power of VIZIO?s outstanding common shares have approved the transaction. The transaction is expected to close in Q2, 2024. As of March 25, 2024, following informal discussions with the Federal Trade Commission and the Department of Justice (together, the ?Antitrust Agencies?), Walmart notified the Antitrust Agencies that Walmart will voluntarily withdraw and refile the Hart-Scott-Rodino (?HSR?) notification and report form for the Merger in order to give the Antitrust Agencies additional time to review the proposed transaction. The parties originally filed their respective notification and report forms on February 26, 2024. Walmart?s HSR notification and report form was withdrawn effective as of March 27, 2024, and Walmart expects to refile on March 29, 2024. Upon renewing its filing on that date, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act will expire on April 29, 2024, at 11:59 p.m., New York City time, unless extended by a request for additional information.

Rick Climan, Jane Ross, Katherine Keeley Mike Frank, John Brockland, Scott Loughlin, Lee Berner, T. Clark Weymouth, Aleksandar Dukic, Tao Leung, Vassi Iliadis and Max Scott of Hogan Lovells US LLP acted as legal advisor to Walmart. Evercore Group L.L.C. acted as financial advisor to Walmart. J.P. Morgan Securities LLC acted as financial advisor and fairness opinion provider to Vizio. Rezwan Pavri, Mark Bass, Marty Korman, Doug Schnell, Remi Korenblit, Ross Tanaka, Scott McCall, Barath Chari, Vikki Nguyen, Rodrigo Valle, Dena Smith, Rebecca Stuart, Amy Simmerman, Ryan Greecher, Matt Staples, Eddie Holman, Tarek Helou, Stephen Heifetz, Joshua Gruenspecht, Seth Cowell, Anne Seymour, Dana Hall, Jonathan Zhu, Derek Wallace, James McCann, Martin Sul, Beau Buffier, Taylor Owings and Kimberley Biagioli of Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisor to Vizio Holding.