공지 • Dec 04
Walmart Inc. (NYSE:WMT) completed the acquisition of VIZIO Holding Corp. (NYSE:VZIO) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Innolux Corporation (TWSE:3481), Q-Run Holdings Ltd. and others.
Walmart Inc. (NYSE:WMT) entered into a definitive agreement to acquire VIZIO Holding Corp. (NYSE:VZIO) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Innolux Corporation (TWSE:3481), Q-Run Holdings Ltd. and others for $2.4 billion on February 19, 2024. The sale side termination fee equates to $78 million. The transaction is subject to regulatory clearance and other closing conditions specified in the merger agreement. VIZIO’s Board of Directors has unanimously approved the transaction. VIZIO stockholders (including Mr. Wang and his affiliates) holding approximately 89% of the voting power of VIZIO’s outstanding common shares have approved the transaction. The transaction is expected to close in Q2, 2024. As of March 25, 2024, following informal discussions with the Federal Trade Commission and the Department of Justice (together, the “Antitrust Agencies”), Walmart notified the Antitrust Agencies that Walmart will voluntarily withdraw and refile the Hart-Scott-Rodino (“HSR”) notification and report form for the Merger in order to give the Antitrust Agencies additional time to review the proposed transaction. The parties originally filed their respective notification and report forms on February 26, 2024. Walmart’s HSR notification and report form was withdrawn effective as of March 27, 2024, and Walmart expects to refile on March 29, 2024. Upon renewing its filing on that date, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act will expire on April 29, 2024, at 11:59 p.m., New York City time, unless extended by a request for additional information.
Rick Climan, Jane Ross, Katherine Keeley Mike Frank, John Brockland, Scott Loughlin, Lee Berner, T. Clark Weymouth, Aleksandar Dukic, Tao Leung, Vassi Iliadis and Max Scott of Hogan Lovells US LLP acted as legal advisor to Walmart. Evercore Group L.L.C. acted as financial advisor to Walmart. J.P. Morgan Securities LLC acted as financial advisor and fairness opinion provider to Vizio. Rezwan Pavri, Mark Bass, Marty Korman, Doug Schnell, Remi Korenblit, Ross Tanaka, Scott McCall, Barath Chari, Vikki Nguyen, Rodrigo Valle, Dena Smith, Rebecca Stuart, Amy Simmerman, Ryan Greecher, Matt Staples, Eddie Holman, Tarek Helou, Stephen Heifetz, Joshua Gruenspecht, Seth Cowell, Anne Seymour, Dana Hall, Jonathan Zhu, Derek Wallace, James McCann, Martin Sul, Beau Buffier, Taylor Owings and Kimberley Biagioli of Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisor to Vizio Holding. For services rendered in connection with the merger and the delivery of its opinion, VIZIO has agreed to pay J.P. Morgan a fee of approximately $25.8 million, of which $3 million became payable upon delivery of its opinion and the remainder of which is contingent and payable upon the closing of the merger.
Walmart Inc. (NYSE:WMT) completed the acquisition of VIZIO Holding Corp. (NYSE:VZIO) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Innolux Corporation (TWSE:3481), Q-Run Holdings Ltd. and others on December 3, 2024. The closing of the deal follows the expiration of the waiting period under federal regulations. To finance the acquisition, Walmart plans to use cash and/or debt. Immediately following completion of the Merger, Seth Dallaire was elected as the sole director of VIZIO. William Wang, David Russell, John Burbank, Julia Gouw, Vicky L. Free and Michael Mohan resigned from the Board and the committees of the Board of VIZIO Holding. Walmart and VIZIO will continue to operate separately for the foreseeable future. William Wang will continue to lead VIZIO as CEO, reporting to Seth Dallaire.