National Express Group PLC (LSE:NEX) entered into an agreement to acquire Stagecoach Group plc (LSE:SGC) from a group of shareholders for approximately £470 Million on December 14, 2021. Under the terms of the transaction, National Express Group will issue 0.36 New National Express Shares in exchange for each Stagecoach Share. Following completion of the Combination, Stagecoach Shareholders will own approximately 25% and National Express Shareholders will own approximately 75% of the Combined Group. Upon completion of the Combination, it is intended that Ray O'Toole, Chairman of Stagecoach, will become Chairman of the Board of the Combined Group, Jorge Cosmen, Deputy Chairman of National Express, will become Deputy Chairman of the Board, Ignacio Garat and Chris Davies, Chief Executive Officer and Chief Financial Officer respectively of National Express, will become Chief Executive Officer and Chief Financial Officer respectively and Tom Stables, Chief Executive Officer of National Express UK and Germany, will become Chief Executive Officer of UK and Germany for the Combined Group. John Armitt will be stepping down having been Chairman of National Express. Carla Stockton-Jones, UK Managing Director of Stagecoach, will become the Managing Director of UK Busfor the Combined Group. It is intended that an application will be made to the London Stock Exchange for the cancellation of the trading of the Stagecoach Shares on the Main Market of the London Stock Exchange. As on May 16, 2022, National Express confirms that its proposal for the all-share Combination with Stagecoach at an exchange ratio of 0.36x is final. The Board of National Express continues to encourage Stagecoach shareholders to take no action in relation to the DWS Offer.

The Scheme is subject to the approval from shareholders of National Express Group and approval of atleast 75% of shareholders of Stagecoach and sanctioned of the scheme by court. The Conditions include the receipt of prior approval of the Combination from the the Competition and Markets Authority, Third Party and regulatory clearances and approval for listing of new consideration shares on exchange. Stagecoach Directors intend unanimously to recommend that Stagecoach Shareholders vote in favour of the Scheme at the Court Meeting. The National Express Directors consider the Combination to be in the best interests of National Express and the National Express Shareholders as a whole and intend unanimously to recommend that National Express Shareholders vote in favour of all of the resolutions to be proposed at the National Express General Meeting. National Express has received irrevocable undertakings and a letter of intent in respect of a total of 138,239,363 Stagecoach Shares representing, in aggregate, approximately 25.1%. of Stagecoach's issued ordinary share capital on 13 December 2021. Scheme is expected to become effective around the end of 2022. As of January 26, 2022, Competition and Markets Authority has passed interim order to prevent the transaction until final decision. The Combined Group will be able to realise significant run-rate annual pre-tax cost synergies of at least £45 million, with approximately 25% achieved by the end of the first year, approximately 85% by the end of the second year and full run rate by the end of the third year following completion of the Combination. The Boards of National Express and Stagecoach believe that the Combination will result in a Combined Group that has attractive growth, margins and cash flow generation potential, capable of generating strong and sustainable returns for shareholders. The Board of National Express expects the Combination will result in double digit EPS accretion and a double-digit pre-tax return on invested capital, in the first full financial year after completion of the Combination.

Scott Bell, Oliver Ives, Neil Collingridge and Raed El Dana of Deutsche Bank AG, London Branch and James Agnew, Mark Preston and Mark Rushton of RBC Europe Limited acted as financial advisors to Stagecoach Directors. David Lloyd, Ed Peel, Justin Anstee and Geoff Iles of Merrill Lynch International and Anthony Parsons, Sam Mclennan, Jon Connor and Alex Thomas of HSBC Bank plc acted as financial advisors to National Express Directors. Ashurst LLP acted as legal advisor to National Express Group PLC. Herbert Smith Freehills LLP acted as legal advisor to Stagecoach Group.

National Express Group PLC (LSE:NEX) cancelled the acquisition of Stagecoach Group plc (LSE:SGC) from a group of shareholders on May 20, 2022.