Alstom SA (ENXTPA:ALO) signed memorandum of understanding to acquire mobility solutions business from Siemens Aktiengesellschaft (DB:SIE) in a merger of equals transaction on September 26, 2017. Alstom SA signed an agreement to acquire mobility solutions business from Siemens in a merger of equals transaction on March 23, 2018. The transaction will take the form of a contribution in kind of Siemens' mobility business including its rail traction drives business to Alstom for newly issued shares of Alstom. Under the terms of the consideration, Siemens will receive newly issued shares in the combined company representing 50% stake of Alstom's share capital on a fully diluted basis. Siemens will also receive warrants allowing it to acquire Alstom shares representing two percentage points of its share capital that can be exercised earliest four years after closing. As part of the combination, Alstom's existing shareholders at the close of the day preceding the closing date, will receive two special dividends, a control premium of €4 per share to be paid shortly after closing of the transaction and an extraordinary dividend of up to €4 per share. The corporate name of the combined group will be Siemens Alstom. If Alstom were not to pursue the transaction, it would have to pay a €140 million break-fee. The Board of Directors of the combined group will consist of 11 members and will be comprised of 6 directors of Siemens, one of which being the Chairman, 4 independent directors and the Chief Executive Officer. Siemens is proposing the nomination of Roland Busch, a member of the Managing Board of Siemens AG, to serve as Chairman of the combined entity's Board of Directors. Yann Delabriere, who is currently Lead Director of Alstom's Board would be appointed as Vice chairman of the Board of Directors as Independent Director. In order to ensure management continuity, Henri Poupart-Lafarge, will continue to lead Alstom as Chief Executive Officer and will be a board member. Jochen Eickholt, Chief Executive Officer of Siemens Mobility, shall assume an important responsibility in the merged entity. The new group will be headquartered in Saint-Ouen, France and continue to be listed on the Paris stock exchange.

The transaction is subject to Alstom's shareholders' approval, clearance from relevant regulatory authorities, including foreign investment clearance in France and antitrust authorities, carve-out of Siemens Mobility as well as the confirmation by the French capital market authority that no mandatory takeover offer has to be launched by Siemens following completion of the contribution. Alstom's European business committee is expected to give its opinion on plans to merge with Siemens Group on January 31, 2018. The transaction is unanimously supported by Alstom's board and Siemens's supervisory board. French Government also supports the merger. The transaction is expected to close by end of calendar year 2018. As of January 30, 2018, Alstom unions announced that they were opposed to the transaction. As of February 8, 2018, the European group committee does not oppose the merger. As of May 15, 2018, Alstom's Board of Directors approved the proposal to appoint all members of the future Board of Directors of the combined entity Siemens Alstom. As of May 30, 2018, French Ministry for the Economy and Finance has granted Siemens foreign investment clearance. In addition, France's financial markets regulator Autorité des Marchés Financiers granted Siemens an exemption from the mandatory filing of a takeover offer for the remaining shares of the new company after completion of the deal. As of June 8, 2018, Alstom and Siemens have jointly filed the application for merger control clearance with the European Commission. As on July 13, 2018, the European Commission has opened an in-depth investigation to assess the transaction. Alstom's shareholders meeting for the required approval is to be convened on July 17, 2018. As on July 17, 2018, Alstom shareholders have approved the transaction with a majority of above 95%. As on August 7, 2018, the European Commission has suspended the original deadline of November 21, 2018 to review the transaction. As of September 5, 2018, Australian Competition and Consumer Commission raised objections on the deal. As of September 7, 2018, European Commission has set a deadline of January 28, 2018, for the transaction. As of December 12, 2018, Siemens and Alstom submit remedy package to European Commission and a decision is expected by February 18, 2019. In September 2018, Superintendencia de Industria y Comercio in Colombia, authorized the merger. As of October 25, 2018, Competition & Consumer Commission of Singapore approved the transaction. The deal is approved by competition commission of India. As of June 8, 2018, the expected closing date has been set in the first half of 2019. As of February 6, 2019, the merger has been rejected by the European Commission.

Nicolas Bonnault of Rothschild & Cie Banque acted as the financial advisor and Pierre-Yves Chabert, Charles Masson, Michael J. Ulmer, Simon Jay, Yaron Z. Reich, Antoine Winckler, Anne-Sophie Coustel, Daniel Weyde, Richard Sultman, Emmanuel Ronco, Niklas Maydell, Peter Polke, Derek Wallace, Jens Hafemann, Jeanne Theuret, Marine Bonnaire, Hugues Tarbadel, Andrew Reilly, Jennifer Maskell, Juliette Guillemot, Esther Kelly, Omar El Khatib, Thomas Woolfson and Christian Fischoeder of Cleary Gottlieb Steen & Hamilton and Jean-Michel Darrois, Bertrand Cardi, Christophe Vinsonneau and Didier Théophile of Darrois Villey Maillot Brochier acted as legal advisors to Alstom. William Rosenberg, Adam Fanaki and Marie-Emmanuelle Vaillancourt of Davies Ward Phillips & Vineberg LLP acted as legal advisors for Alstom S.A. Xavier Bindel of JPMorgan Chase & Co. (NYSE:JPM) acted as financial advisor for Alstom. Cédric Haaser and Firas Abou Merhi of Mazars Group acted as accountant. Jean-Michel Darrois, Bertrand Cardi, Christophe Vinsonneau, Damien Catoir, Cecile de Narp, Didier Theophile and Guillaume Aubron of Darrois Villey Maillot acted as legal advisors for Bouygues SA.

Rainer Traugott, Patrick Laporte, Pierre-Louis Cléro, Jean-Luc Juhan, Xavier Renard, Thomas Fox, Mathias Rubner, Claudia Heins, Tobias Leder, Hugues Vallette Viallard, Christian Engelhardt, Joachim Grittmann, Semih Bayar Eren, Julie Cazalet, Elise Pozzobon, Stephan Hufnagel, Jeremias Bura, Yann Auregan, Kristina Steckermeier and François Proveau of Latham & Watkins and Frank Montag, Thomas Wessely, Sorcha O'Carroll and Athanasios Tasopoulos of Freshfields Bruckhaus Deringer acted as legal advisors to Siemens. Goldman Sachs & Co and Thierry Varene of BNP Paribas Corporate Finance acted as financial advisors to Siemens. MAZARS Hemmelrath acted as accountant advisor for Siemens AG, Mobility solutions business. Paris partners, Patrick Laporte, Pierre-Louis Cléro, Munich, Rainer Traugott, Jean-Luc Juhan, Alexander Crosthwaite, Semih Bayar Eren, Julie Cazalet, Elise Pozzobon, Stephan Hufnagel, Jeremias Bura, Xavier Renard, Munich, Thomas Fox,Yann Auregan, Mathias Rubner, Munich, Claudia Heins, Tobias Leder, François Proveau, Kristina Steckermeier, Christian Engelhardt, Hugues Vallette Viallard and Frankfurt counsel Joachim Grittmann of Latham & Watkins acted as legal advisors for Siemens AG. Thierry Schoen, Aline Cardin and Clément Delaruelle of Clifford Chance LLP acted as legal advisors to Alstom SA. York Schnorbus, Martin Gross-Langenhoff, George J. Sampas, and Olivier de Vilmorin from Sullivan & Cromwell LLP acted as the legal advisors for Goldman Sachs & Co. LLC. Diego Cardona and Lina Méndez of Philippi Prietocarrizosa Ferrero DU & Uría acted as legal advisors for Siemens. Hartmut Paulus, Philipp Röseler and Daniel Croisé of BDO AG acted as financial advisors to Siemens.

Alstom SA (ENXTPA:ALO) cancelled the acquisition of mobility solutions business from Siemens Aktiengesellschaft (DB:SIE) in a merger of equals transaction on February 6, 2019. The European Commission has prohibited the proposed merger of the Siemens and Alstom mobility businesses. As a result of this prohibition, the merger will not proceed. Alstom, together with Siemens, is convinced that the transaction would have created substantial value for the global mobility sector, the European railway industry, customers, travelers and commuters, without harming European competition.