Morgan Stanley Infrastructure Inc. made an offer to acquire remaining 71% stake in VTG Aktiengesellschaft (DB:VT9) ('VTG') from Kuehne Holding AG and others for €1.1 billion on July 16, 2018. Kuehne Holding AG has signed an irrevocable undertaking to tender its shares into the voluntary tender offer to Morgan Stanley, which will acquire the remaining 71% stake in VTG for €53 per share in cash. The financing of the contemplated tender offer has been secured. J.P. Morgan is the financing bank in the deal. As on July 16, 2018, Morgan Stanley entered into €750 million bridge facilities agreement with J.P. Morgan to finance the transaction. In addition, Morgan Stanley entered into financing commitment agreement with indirect shareholders of the NHIP II-Funds, with cash contributions of up to €356 million. The offer is subject to customary conditions to closing, including, required antitrust clearances, approval from German Investment Control proceedings and the acquisition of CIT Rail Holdings (Europe) SAS, Paris, France by VTG or its subsidiary. As on July 18, 2018, VTG has rejected the takeover bid by Morgan Stanley Infrastructure Inc as the offer price does not adequately reflect the potential of VTG and is not appropriate. As of October 9, 2018, European Commission has approved the transaction. As of November 13, 2018, main closing conditions have been fulfilled (i.e. Nacco closing, OFAC, antitrust clearance in EU and Russia), antitrust clearances in Brazil, Turkey and US are pending. The transaction is expected to close in the second half of 2018. As on August 23, 2018, VTG AG's shareholders can tender their shares from August 24, 2018. The acceptance period will end on November 2, 2018. The additional acceptance period is expected to begin on November 8, 2018 and expire on November 21, 2018. As of November 13, 2018, acceptance Period would expire on December 5, 2018. Post completion of the offer, if 95% of the shares are tendered, the remaining will be acquired through squeeze out. On December 11, 2018, Morgan Stanley Infrastructure Inc. secured a majority stake of approximately 70.63% stake in VTG Aktiengesellschaft. All closing conditions have been met. The final settlement and closing of the transaction is expected on December 19, 2018. J.P. Morgan acted as financial advisor and Carsten Berrar, York Schnorbus, Max Birke and Chris Beatty of Sullivan & Cromwell LLP acted as legal advisors to Morgan Stanley Infrastructure Partners. Rothschild acted as financial advisor to VTG. Florian Ropohl and Lukas Göckeritz of EY acted as the accountant to Morgan Stanley. Christoph Seibt, Christoph Seibt and Christopher Danwerth of Freshfields Bruckhaus Deringer LLP acted as the legal advisors to Kuehne. Daniela Favoccia, Lucina Berger, Johannes Tieves, Peter Dampf, Sarah Islinger, Radmila Petrovic and Katharina Hesse of Hengeler Mueller acted as legal advisors to VTG AG. MSI, Inc. acted as financial advisor to NHIP II Funds. ValueTrust Financial Advisors acted as independent expert to Morgan Stanley.