Westinghouse Air Brake Technologies Corporation (NYSE:WAB) made an irrevocable offer to acquire 51% stake in Faiveley Transport S.A. (ENXTPA:LEY) from Financière Faiveley S.A., François Faiveley Participations and Faiveley Family for approximately €750 million in cash and preferred stock on July 27, 2015. As reported, the consideration consists of a purchase price of €100 per share, payable 25% in cash and 75% in Westinghouse Air Brake Technologies Corporation (Wabtec) preferred stock. The preferred stock must be converted after three years into Wabtec common shares at an implied ratio of one Faiveley Transport common share for 1.125 Wabtec common shares. Westinghouse Air Brake will pay a fee of €60 million in case of termination by mutual written consent of Westinghouse Air Brake and Faiveley while Faiveley Transport will pay a fee of €14.95 million In the event the sellers do not execute the share purchase agreement by the end of the offer period. Under the second step of the transaction, after completion of required labor group consultations, Wabtec expects that the 51% shareholders will enter into a definitive share purchase agreement and Faiveley Transport will enter into a transaction agreement with Wabtec. Upon completing the share purchase, Wabtec will commence a tender offer for the remaining publicly traded Faiveley Transport shares. The public shareholders will have the option to elect to receive €100 per share or Wabtec preferred stock and Wabtec intends to delist Faiveley Transport from Euronext after the tender offer if minority interests represent less than 5%. Wabtec plans to fund the cash portion of the transaction with cash on hand, existing credit facilities and potentially other debt financing. The transaction is not contingent on financing. As on November 3, 2015 United States Department of Justice extend the waiting period imposed by the HSR Act until 30 days after Wabtec and Faiveley Transport have substantially complied with their respective request. Upon completion of the transaction, Stéphane Rambaud-Measson, current Chairman of the Management Board and Chief Executive Officer of Faiveley Transport, will join Wabtec as President and Chief Executive Officer of Wabtec's Faiveley Transport group and as Wabtec corporate Executive Vice President, reporting to Raymond T. Betler, President and Chief Executive Officer of Wabtec. Al Neupaver will continue to be the WAB Executive Chairman and Betler will continue to the WAB President and Chief Executive Officer. Guillaume Bouhours, Chief Financial Officer of Faiveley Transport, would become Chief Financial Officer of the new Wabtec Transit division. Wabtec also intends to maintain the existing Faiveley Transport human resources policy in Europe for a period of at least 18 months after closing and to complement the company's existing Centers of Competencies for engineering and research and development, in line with Faiveley Transport's 2018 Strategic Plan. The enlarged Transit group would remain headquartered in Gennevilliers (France) and would operate globally under Faiveley Transport brand name. The proposed transaction is subject to various conditions, including labor group consultations, antitrust approval and other regulatory approvals. The Faiveley Supervisory Board has approved, unanimously by those present, the decision to enter into exclusive negotiations with Wabtec. Wabtec expects to realize at least €40 million in annual pre-tax synergies from the combination and the transaction is expected to be accretive to Wabtec's earnings per diluted share in 2016. As of October 6, 2015, a definitive share purchase agreement was signed. Faiveley Transport has now completed required labor group consultations and the majority shareholders have accepted the Wabtec purchase offer. Closing of the transactions is subject to various customary conditions, including receipt of investment control clearances and completion of remaining regulatory requirements. As of April 5, 2016, Faiveley and Wabtec said they had formally informed the European Commission of their proposed merger, seeking regulatory approval. On October 4, 2016, the deal was approved from European Commission. The transaction is expected to complete in fourth quarter of 2016. As announced on October 25, 2016, the term of the acquisition was extended till December 31, 2016. Wabtec can elect to extend the term to March 31, 2017. On October 26, 2016, US Department of Justice announced to approve the deal if Faiveley's entire US freight car brakes operations are sold to a single independent suitor approved by Washington. The proposed acquisition is still depending on whether the European Commission would approve Westinghouse Air Brake of Faiveley's sintered brake material business. As on November 23, 2016, the European Commission has approved the deal. The acquisition is expected to occur on November 30, 2016. UBS Investment Bank and David Benin, Cédric Hawthorn, Laure Dachary, Grégoire Philippe, Pierre-Louis de Zuchovicz and Bertrand Ciron of DC Advisory acted as financial advisors while Sophie Hagège, Florent Bouyer, Linda Hesse, Charles Gavoty, Robert Mayo, Stefanie Magner, Olivier Soulères, Alexandre Percepied, Saliha Bardasi, Emmanuelle Rivet-Domont, Emmanuel de La Rochethulon, Eric Barbier de La Serre, Jean-Pierre Harb, Armelle Sandrin-Deforge, Anne-Laure Vincent, Robert Profusek, Randi Strudler, Veronica DiCamillo, Craig Waldman and Trish Eshbach-Hall of Jones Day acted as legal advisor for Wabtec. Grégoire Chertok and Romain Nourtier of Rothschild is acting as financial advisor and Bertrand Cardi, Olivier Huyghues Despointes, and Alexandre Durand of Darrois Villey Maillot Brochier and Adam Emmerich, DongJu Song, Rémi Korenblit, Ilene Knable Gotts, Yuni Yan Sobel, Adam J. Shapiro and Jodi J. Schwartz of Wachtell Lipton Rosen & Katz acted as legal advisors to Faiveley Transport. Olivier Labesse and Hugues Schmitt of DGM Conseil acted as PR advisors to Faiveley Transport. Jean-François Louit, Arnaud Pérès, Caroline Lan and Barbara Petrovic of Mayer Brown acted as a legal advisor to the familial shareholders of Faiveley Transport. Marc Vaslin, Amandine Alix-Cieutat, Aurore Trouillet, Rémi Martinet of Vaslin & Associés acted as a tax advisor to the family shareholders of Faiveley Transport. Pascal Lagoutte and Arnaud Teissier of Capstan Avocats acted as legal advisors to Faiveley Transport. Gibson Dunn & Crutcher acted as legal advisor for UBS. Westinghouse Air Brake Technologies Corporation (NYSE:WAB) completed the acquisition of a 51% stake in Faiveley Transport S.A. (ENXTPA:LEY) from Financière Faiveley S.A., François Faiveley Participations and Faiveley Family on November 30, 2016. As of November 30, 2016, Philippe Alfroid and Erwan Faiveley were elected as new Board members of Wabtec and Stéphane Rambaud-Measson was nominated as observer on Wabtec's Board. François Faiveley, Philippe Alfroid, Hélène Auriol-Potier, Christian Germa and Maurice Marchand-Tonel resigned from the supervisory Board. Al Neupaver, Ray Betler and Linda Harty were nominated as new supervisory Board members of Faiveley Transport. Neupaver has been elected as Chairman of the supervisory Board and Betler, as vice-chairman of the supervisory Board. Erwan Faiveley resigned from the management board of Faiveley Transport, the supervisory Board will appoint a new member of the management Board.