Ali Group S.r.l. made a proposal to acquire Welbilt, Inc. (NYSE:WBT) from The Vanguard Group, Inc., Invesco Ltd. (NYSE:IVZ), BlackRock, Inc. (NYSE:BLK), Carl C. Icahn and others for $3.4 billion on May 25, 2021. Ali Group S.r.l. entered into a definitive agreement to acquire Welbilt, Inc. from The Vanguard Group, Inc., Invesco Ltd., BlackRock, Inc., Carl C. Icahn and others on July 14, 2021. Ali Group would acquire all of the outstanding shares of Welbilt common stock for $23 per share in cash. As of July 5, 2021, Ali Group submitted a definitive proposal to the Board of Directors of Welbilt, Inc. to acquire all outstanding shares of Welbilt common stock for $24 per share in cash. Welbilt has notified Middleby that it intends to terminate Middleby's merger agreement with Welbilt. Ali Group has substantial cash on hand and has received a Highly Confident Letter from Goldman Sachs International for new financing to fund the proposed transaction. Goldman Sachs and Mediobanca have entered into debt financing commitments to fund a portion of the Merger Consideration, consisting of an aggregate principal amount of each of the following: (i) a $1,250 million Euro-equivalent senior secured term loan A facility, (ii) a $2,250 million senior secured term loan B facility, (iii) a $250 million senior secured revolving credit facility, and (iv) a $750 million senior secured bridge facility, each subject to the terms and conditions of the debt commitment letter entered into concurrently with the Merger Agreement (the “Debt Financing”). Ali Group will pay Ali Group a reduced termination fee from $124 million to $110 million.

The closing of the transaction would be subject to approval by the stockholders of Welbilt, receipt of other regulatory approvals, the expiration or earlier termination of the waiting period under the HSR Act and other customary closing conditions. The proposal is binding on Ali Group and may be accepted by Welbilt prior to the expiration date of July 14, 2021. The merger agreement has been unanimously approved by the boards of directors of Welbilt and Ali Group. As of September 30, 2021, the transaction was approved by Welbilt stockholders. As of March 10, 2022, Competition and Markets Authority (CMA) commences its phase 1 investigation in relation to transaction. The CMA's formal investigation has found that the removal of Welbilt as an independent competitor could lead to higher prices or a lower quality service for the hospitality sector and, ultimately, customers. As of June 9, 2022, Competition and Markets Authority was considering an offer from Ali Group to sell Welbilt's global ice machine business, in a move to avoid further Phase 2 CMA investigation lasting several more months. Ali Group and Welbilt now had until June 16, 2022, to formally offer undertakings that it might accept. If no such undertakings were offered, the CMA would then refer the merger for a Phase 2 investigation. The deal is subject to review by a number of competition authorities and the CMA has engaged closely with other agencies, including in relation to the proposed remedy, throughout its investigation. As of June 17, 2022, the European Commission has approved the transaction, under the EU Merger Regulation. The Commission's decision is conditional upon full compliance with the commitments. As on July 11, 2022, the transaction has received the required regulatory approval from the U.K. Competition and Markets Authority. The transaction is expected to close in early 2022. The companies expect to complete the sale of Manitowoc Ice in early 2022 and then close the acquisition of Welbilt by Ali Group shortly thereafter. As of July 14, 2022, the transaction is expected to close on or around July 28, 2022.

Goldman Sachs & Co. LLC is serving as Ali Group's financial advisor, and Mark Kelly, Justin Howard and Dennis Garris of Alston & Bird is acting as legal advisor. Daniel Blank, Tom Miles, Joe Kistler and Ben Teasdale of Morgan Stanley & Co. LLC acted as financial advisors while Barbara L. Becker, Saee Muzumdar, Barbara L. Becker and Boris Dolgonos of Gibson, Dunn & Crutcher LLP acted as legal advisors to Welbilt Inc. Caroline Gottschalk of Simpson Thacher & Bartlett LLP acted as legal advisor and Morgan Stanley as fairness opinion provider to Welbilt, Inc. Mediobanca Banca di Credito Finanziario S.p.A. acted as financial advisor to Ali Group S.r.l. D.F. King & Co., Inc. acted as information agent to Welbilt. Welbilt estimates it will pay D.F. King a fee of approximately $15,000, in addition to the reimbursement of expenses, for these services. Welbilt has agreed to pay Morgan Stanley a fee of approximately $48 million, $3 million of which became payable upon the delivery of Morgan Stanley's fairness opinion to the Welbilt Board with respect to the fairness of the Merger Consideration.

Ali Group S.r.l. completed the acquisition of Welbilt, Inc. (NYSE:WBT) from The Vanguard Group, Inc., Invesco Ltd. (NYSE:IVZ), BlackRock, Inc. (NYSE:BLK), Carl C. Icahn and others on July 28, 2022. With the completion of the transaction, Welbilt's common stock has ceased trading as of the close of trading on July 28, 2022 and is no longer listed on the New York Stock Exchange. Also in connection with the Merger and as contemplated by the Merger Agreement, upon the consummation of the Merger, Filippo Berti became the Chairman, President and Chief Executive Officer and Bradford D. Willis became the Chief Financial Officer, Treasurer and Secretary of the Company. William C. Johnson (President and Chief Executive Officer), Martin D. Agard (Executive Vice President and Chief Financial Officer), Joel H. Horn (Executive Vice President, General Counsel and Corporate Secretary) and Jennifer Gudenkauf (Executive Vice President and Chief Human Resource Officer) were removed as executive officers of the Company.