The Japan Fair Trade Commission Issued Its Approval Of The Merger On Oct 25; The European Commission Issued Its Approval Of The Merger On Oct 28; Completion Of The Merger In Japan And The EU Set Forth In The Merger Agreement Have Been Satisfisfied

Author: Benzinga Newsdesk | October 28, 2022 09:18am
As previously announced, on February 22, 2022, Tenneco Inc., a Delaware corporation ("Tenneco" or the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among Tenneco, Pegasus Holdings III, LLC, a Delaware limited liability company ("Parent"), and Pegasus Merger Co., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which among other things, and subject to the terms and conditions set forth therein, Merger Sub will be merged with and into Tenneco, with Tenneco surviving as a wholly owned subsidiary of Parent (the "Merger"). Parent and Merger Sub are affiliates of certain investment funds managed by affiliates of Apollo Global Management, Inc. Pursuant to the Merger Agreement, the consummation of the Merger is subject to a number of closing conditions, including the receipt of certain approvals (or the expiration of waiting periods) under applicable antitrust and/or foreign direct investment laws in certain jurisdictions. On October 25, 2022, the Japan Fair Trade Commission issued its approval of the Merger under the applicable provisions of the Anti-Monopoly Act of Japan. On October 28, 2022, the European Commission issued its approval of the Merger under the applicable provisions of the EU merger regulations. Accordingly, the applicable conditions to the completion of the Merger in Japan and the European Union set forth in the Merger Agreement have been satisfied. All conditions to closing under the Merger Agreement with respect to antitrust and/or foreign direct investment laws have been satisfied or waived in accordance with the terms and conditions of the Merger Agreement. Subject to the satisfaction of the remaining conditions to closing, Parent, Merger Sub and Tenneco expect to consummate the Merger in mid-November, 2022, promptly after the completion of certain debt financing activities by Parent and its debt financing sources that are contemplated by the Merger Agreement. Until the closing of the Merger, the Company will continue to operate as an independent company.

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