Middleby Marshall, Inc. entered into a definitive agreement to acquire Welbilt, Inc. (NYSE:WBT) from Carl C. Icahn and others for $3 billion on April 20, 2021. Carl C. Icahn will sell its 8.4% ownership stake in Welbilt. Under the terms of the agreement, Welbilt shareholders will receive a fixed exchange ratio of 0.1240x shares of The Middleby Corporation, the parent company of Middleby Marshall, common stock for each share of Welbilt common stock in an all-stock transaction. Upon closing, The Middleby Corporation shareholders will own approximately 76 percent and Welbilt shareholders will own approximately 24 percent of the combined company on a fully diluted basis. Middleby intends to refinance Welbilt’s existing debt through its committed Senior Secured Facility. In case of termination of the transaction, Welbilt may be required to pay a termination fee of $110 million and Middleby may be required to pay a termination fee of $160 million. As of July 13, 2021, In accordance with the terms of the Merger Agreement, Middleby will be entitled to a termination fee of $110 million to be paid by Welbilt simultaneously with the termination of the Merger Agreement. Upon close of the transaction, Welbilt team will join Middleby Marshall. Following closing, Timothy FitzGerald will continue as Chief Executive Officer and as a member of the The Middleby Corporation Board of Directors. Bryan Mittelman will continue to serve as The Middleby Corporation’s Chief Financial Officer. The Middleby Corporation will expand its Board to include two new Directors from the Welbilt board, Cynthia M. Egnotovich, Independent Chairperson of Welbilt’s board of directors, and William C. Johnson, President and Chief Executive Officer of Welbilt. The transaction is subject to customary closing conditions, including regulatory approval; Middleby and Welbilt shareholder approvals; approval for listing of the Middleby Common Stock to be issued in connection with the merger on NASDAQ; the effectiveness of a registration statement on Form S-4; and expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of applicable approvals under certain foreign competition, antitrust or merger control laws. The completion of the Merger is not conditioned on receipt of financing by Middleby. The Boards of both companies have unanimously approved the transaction. Carl C. Icahn has entered into a support agreement in favor of the transaction. As of May 28, 2021, Ali Group made an offer to acquire Welbilt for $23 for each Welbilt share. Welbilt board met and decided the Ali Group offer “constitutes or is reasonably likely to constitute” a superior proposal. As of June 1, 2021, Middleby announced that it will complete and Middleby will get shareholders’ approval soon. As of July 5, 2021, Ali Group revised the proposal offer. As per the revised offer, Ali Group will pay $24 per share in cash for all outstanding Welbilt’s shares. Welbilt Board of Directors, in consultation with its legal and financial advisors determined that the revised unsolicited proposal from Ali Group offer constitutes a superior proposal. The transaction is expected to close in late 2021. As of July 13, 2021, Middleby expects that the Merger Agreement will terminate at the end of the match period today. The Middleby Corporation under the terms of its previously announced Merger Agreement with Welbilt, Inc., it will not exercise its right to propose any modifications to the terms of the Merger Agreement and will allow the five-day match period to expire. The transaction is expected to be immediately accretive to adjusted EPS with greater than 10% annual accretion by year two. Guggenheim Securities, LLC served as financial advisor and fairness opinion provider to Middleby. Shilpi Gupta, Eric C. Otness, Clifford Aronson, Frederic Depoortere, Lynn McGovern, Douglas Nemec, Eric Sensenbrenner, Chuck Smith, Sally Thurston, David Wales and Michael Zeidel of Skadden, Arps, Slate, Meagher & Flom LLP served as legal advisors to Middleby Marshall, Inc. Caroline Gottschalk of Simpson Thacher is representing Morgan Stanley & Co. LLC served as financial advisor and fairness opinion provider to Welbilt. Barbara L. Becker and Saee M. Muzumdar of Gibson, Dunn & Crutcher LLP served as legal counsel to Welbilt. D.F. King & Co., Inc. is acting as proxy solicitor to Welbilt. Innisfree M&A Inc. is acting as proxy solicitor to Middleby. Middleby will pay a fee of $17 million to Guggenheim Securities, LLC and previously paid Guggenheim a cash opinion fee of $3.5 million which is a cash fee of 17.5%. Welbilt will pay Morgan Stanley a fee of approximately $43 million, $3 million of which became payable upon the delivery of Morgan Stanley’s fairness opinion to the Welbilt Board. Computershare Trust Company N.A. acted as transfer agent for Welbilt and Middleby. Middleby Marshall, Inc. cancelled the acquisition to acquire Welbilt, Inc. (NYSE:WBT) from Carl C. Icahn and others on July 14, 2021. On July 13, 2021, Middleby announced that, under the terms of the Merger Agreement, it would not exercise its right to propose any modifications to the terms of the Merger Agreement and would allow the five-day match period to expire. Concurrently with Middleby’s receipt of the termination fee of $110 million in cash from Welbilt, the Merger Agreement was terminated on July 14, 2021. As a result of the termination of the Merger Agreement, the special meeting of Middleby’s stockholders, which was scheduled to be held on July 21, 2021, will not take place.