Peugeot S.A. (ENXTPA:UG) entered into an agreement to acquire Adam Opel AG from General Motors Holdings LLC for €1.1 billion on March 3, 2017. The purchase price consists of approximately €891 million in cash and warrants valued at approximately €649 million based on recent trading prices of Peugeot’s shares, less an approximately €400 million de-risking premium payment to Peugeot for the assumption of certain underfunded pension liabilities by Peugeot. The warrants have a nine-year maturity and are not exercisable for five years and do not include any governance or voting rights with respect to Peugeot. The warrants are exercisable at any time in whole or in part commencing five years after the issue date, with a strike price of €1. In addition, General Motors Company has agreed to sell the shares of Peugeot received upon exercise of the warrants within 35 days after exercise. The purchase price is subject to certain working capital and other adjustments as provided in the agreement. Peugeot will assume approximately €2.6 billion of net underfunded pension liabilities primarily with respect to active employees of the transferred business, and at closing, General Motors will make payments to Peugeot of approximately €3 billion in respect of these assumed liabilities, inclusive of the approximately €400 million de-risking premium payment. All of Opel/Vauxhall’s European and U.K. pension plans, funded and unfunded, with the exception of the German actives plan and selected smaller plans will remain with GM. The obligations with respect to the German Actives Plan and these smaller plans of Opel/Vauxhall will be transferred to PSA. In a related transaction, Banque PSA Finance and BNP Paribas Personal Finance acquired European operations of General Motors Financial Company, Inc. for €927 million on March 5, 2017. The transaction includes all of Opel/Vauxhall’s automotive operations comprising Opel and Vauxhall brands, six assembly and five component-manufacturing facilities, one engineering center at Rüsselsheim and approximately 40,000 employees. General Motors will retain the engineering center in Torino, Italy. Opel/Vauxhall will also continue to benefit from intellectual property licenses from General Motors until its vehicles progressively convert to PSA platforms over the coming years. For the year ended December 31, 2016, Opel/Vauxhall reported revenues of €17.7 billion. The transfer of the business is subject to the satisfaction of various closing conditions, including receipt of necessary antitrust, financial and other regulatory approvals, the reorganization of the transferred business, including pension plans in the United Kingdom, the completion of the contribution or sale by Adam Opel AG of its assets and liabilities to a subsidiary, the transfer of GMAC UK plc’s interest in SAIC-GMAC Automotive Finance Company Limited to General Motors Financial Company, Inc. or an alternate entity designated by General Motors Holdings LLC, and the continued accuracy subject to certain exceptions at closing of certain of the General Motors Holdings LLC’s representations and warranties. Peugeot/ BNP and General Motors’ Board of Directors approved the transaction. As of May 16, 2017, the transaction got approved by FTC. On March 21, 2017, the European trade unions of Peugeot S.A. gave a favorable opinion on the deal. Shareholders of Peugeot S.A. approved the measures of proposed financing for the deal on May 10, 2017. As on May 30, 2017, the planned transition from Adam Opel GmbH to the new company Opel Automobile GmbH was suspended. As on June 9, 2017, the acquisition is expected to close in the end of 2017. The transaction was approved by EU antitrust authorities on July 5, 2017. Jean-Marie Ambrosi, Christopher Austin, Pierre-Yves Chabert, Laurent Ruzette, Carlo Meert, Amélie Champsaur, Bob Penn, David Toube, Meyer Fedida, Anne-Sophie Coustel, J.F. Daniel Weyde, Robbert Snelders, Mark Nelson, Oliver Schröder, J.F. Daniel Weyde, Thomas Kopp, Michael Brems, Michael Ulmer, Peter Polke, Mirko von Bieberstein, Silke Jurczyga, Manuel Metzner and Jens Hafemann of Cleary Gottlieb Steen & Hamilton LLP and Daniel Hasler, Balz Gross, Stefan Oesterhelt, Ueli Huber, Marc Hanslin, Sergio Bortolani, Richard Stäuber, Ralf Imstepf and Edouard Faillot of Homburger acted as legal advisors to General Motors. Alain Garnier, Marc Perrone, Edouard Chapellier,Lionel Vuidard, Sonia Cissé of Linklaters acted as legal advisor to Peugeot S.A. Christian Schwandtner, Maximilian Schiessl, Matthias Hentzen, Christian Hoefs, Dirk Bliesener, Martin Klein, Dirk Uwer, Gerrit Forst, Maximilian Schauf, Ute König, Peter Wehner, Jan Steffen, Alexander von Jeinsen, Marius Marx, Steffen Hörner, Deniz Tschammler, Patrick Wilkening, Maximilian Wosgien, Conrad Ruppel, Vicky Treibmann and Martin Tasma of Hengeler Mueller Partnerschaft von Rechtsanwälten mbB along with Anne Wachsmann, Thomas Elkins, Clara Robert-Heidmann, Matthieu Blayney, Violette Grac-Aubert, Anna Kellner, Marine Cornou and Pablo Boirin of Linklaters LLP (France) and Benjamin Kanovitch, Kate Romain, Florence Haas, Lionel Ripamonti, Jean-Benoit Demaret, Melissa Erdogdu Florent Veillerobe, Capital Markets, Olivier Saba, Jean-Damien Boulanger, Yves Rutschmann, Anne Robert, Pierre Goyat, Marion Meresse, Mathieu Francon, Bena Mara, Jérôme Cordier and Xavier Guider Bredin Prat of Bredin Prat & Associes acted as legal advisors to Peugeot S.A. Anne-Valérie Attias-Assouline, Mathieu Norest, Sylvain Le Petitcorps, Stéphane Salustro, Céline Appel, Olivier Lorang, Abdelhamid Daoud, Nicolas Guillo, Amine Mimita, Louis Darrieus, Gad Azuelos, Edouard Bitton, Laurent Guérin, Julien Lévêque-Claudet and Frédéric Spielrein of PwC Société d'Avocats acted as legal advisor for Peugeot S.A. Peter Hsu, Tiffany Ender, Gabriel Kasper, Susanne Schreiber, Ruth Bloch-Riemer, Cyrill Diefenbacher, Laura Widmer, Mani Reinert and Barbara Wälchli of Bär & Karrer AG and NautaDutilh N.V. acted as legal advisor whereas, BNP Paribas SA (ENXTPA:BNP) acted as financial advisor to Peugeot. Christian Herbst, Maximilian Lang, Alexander Mazevski, Stefan Kühteubl, Karin Pusch and Mario Perl of Schoenherr acted as legal advisor to Peugeot S.A. Carlos Albinana, Christian Bayart, John Brouwer, Julie Carbiener, Marc Feider, Sara Husain, Dave Lewis, Michaela Massig, Torsten Sauer, Bettina Scharff, Philippe Thiebaud, Niels van de Vijver, Alexander Van Hoof and Alexander Veith of Allen & Overy LLP acted as legal advisors to General Motors. Lazard served as the financial advisor to Federal Ministry of Economics and Technology in connection with the deal. Peugeot S.A. (ENXTPA:UG) completed the acquisition of Adam Opel AG from General Motors Holdings LLC on August 1, 2017. Pursuant to closing, all employee codetermination rights will remain unchanged. Christian Müller, Remi Girardon, Philippe de Rovira and Michelle Wen will join the management of Adam Opel AG.