ZF Friedrichshafen AG entered into a merger agreement to acquire WABCO Holdings Inc. (NYSE:WBC) for $7 billion on March 28, 2019. Pursuant to the terms of agreement, ZF Friedrichshafen will pay $136.5 (merger consideration) per share in cash. Restricted Stock Units, Performance Stock Units and Deferred Stock Units will also receive merger consideration while optionholders will receive a difference of exercise price and merger consideration. The transaction is expected to be financed from a combination of cash on hand of ZF Friedrichshafen, WABCO's cash on hand at closing, and debt financing that has been committed by J.P. Morgan Securities Plc, J.P. Morgan Europe Limited and a syndicate of banks. Post-completion, WABCO will become a wholly owned subsidiary of ZF Friedrichshafen and will be delisted. In case of termination caused due to WABCO entering into a superior proposal, than WABCO will pay $211 million as termination fee to ZF Friedrichshafen. ZF Friedrichshafen will also pay a termination fee of $211 million, if the transaction gets terminated due to an antitrust order, prohibiting the merger as a result of the parties’ inability to divest certain of the WABCO's business and ZF Friedrichshafen's refusal to divest certain of its businesses, and all conditions to closing are satisfied other than receipt of antitrust approvals or the merger has not closed on or before September 28, 2020. The transaction is subject to the satisfaction of or waiver of certain closing conditions, including, among others the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, clearance by The Committee on Foreign Investment in the United States (CFIUS), approval from shareholders of WABCO and other customary closing conditions, including the accuracy of the other party’s representations and warranties. The transaction is subject to approval of the Competition Commission of India. The transaction is not subject to any financing condition. The Directors of WABCO unanimously recommends the shareholders of WABCO to vote in favor of transaction. The transaction is also approved by the Management Board and Supervisory Board of ZF Friedrichshafen. As of June 27, 2019, the transaction was approved by the shareholders of WABCO Holdings. WABCO and ZF filed notification and report forms in connection with the transaction with the U.S. Department of Justice (the “DOJ”) and the U.S. Federal Trade Commission pursuant to the HSR Act on June 25, 2019. On July 25, 2019, WABCO and ZF each received a request for additional information and documentary material (the “Second Request”) from the DOJ in connection with the DOJ’s review of the transaction. As of January 23, 2020, the transaction has unconditionally approved by the European commission and conditionally approved by the Department of Justice. The Department of Justice announced that ZF Friedrichshafen and WABCO Holdings is requiring to divest R.H. Sheppard Co.'s well as other related WABCO assets, in order for ZF to proceed with its acquisition. The transaction is expected to complete in early 2020. As of February 14, 2020, The Competition Commission of India has approved the transaction. As on March 24, 2020, WABCO received all approvals from regulatory authorities required to close their previously announced merger, with the exception of the Chinese State Administration for Market Regulation. As of May 15, 2020, Chinese State Administration for Market Regulation provided regulatory clearance for the transaction and all required regulatory approvals have now been received. The transaction remains subject to the satisfaction of all other closing conditions. The transaction is expected to close in second quarter of 2020, when this final regulatory clearance is anticipated to be received. As of May 15, 2020, the transaction is expected to close on May 29, 2020. The transaction is expected to have positive impact and will help ZF Friedrichshafen to reduce financial leverage significantly. Goldman Sachs & Co. LLC acted as the financial advisor and Cliff Aronson, Arash Attar-Rezvani, Holger Hofmeister, Giorgio Motta, Victoria Smallwood, Vanessa Tarpos, Sally Thurston, Eileen T. Nugent and Ann Beth Stebbins of Skadden, Arps, Slate, Meagher & Flom LLP acted as the legal advisors for WABCO. J.P. Morgan Limited and Lazard Frères & Co. LLC acted as the financial advisors to ZF Friedrichshafen. Mark D. Gerstein, Bradley C. Faris and Stefan Widder of Latham & Watkins and Gleiss Lutz acted as the legal advisors for ZF Friedrichshafen. Bettina Steinhauer, Adéla Hardmeyer, Jessica Lang, Christian Vogel, Maria Luisa Köhler, John Healy and Erika Bucci of Clifford Chance LLP acted as advisors for J.P. Morgan on financing and other related aspects of transaction. Jörg Rhiel and Andreas Dietzel of Clifford Chance acted as legal advisor to Stadt Friedrichshafen. WABCO has agreed to pay Goldman Sachs a transaction fee of approximately $46.6 million, all of which is contingent upon consummation of the merger. Innisfree M&A Inc. acted as the information agent to WABCO and will receive a fee of $50,000 for its services. Goldman Sachs & Co. LLC acted as the fairness opinion provider to Goldman. Raghubir Menon, Anirban Bhattacharya, Yogesh Chande, Aparna Mehra and Pallavi Shroff of Shardul Amarchand Mangaldas & Co acted as the legal advisors for ZF Friedrichshafen. Citigroup Global Markets Germany acted as financial advisor to ZF. ZF Friedrichshafen AG completed the acquisition of WABCO Holdings Inc. (NYSE:WBC) on May 29, 2020. On May 25, 2020, Jacques Esculier announced that he would be retiring as the Chief Executive Officer of WABCO and Chairman of the board of directors of WABCO. Each of G. Peter D’Aloia, Juergen W. Gromer, Thomas. S. Gross, Henry R. Keizer, Jean-Paul L. Montupet, D. Nick Reilly and Michael T. Smith resigned from the board of directors of WABCO. Federal Trade Commission in United States has granted early termination notice for the acquisition on June 4, 2020.