Ferguson enters merger agreement to redomicile to Delaware; expected close Aug 1, 2024

Ferguson (Jersey) Ltd

Ferguson plc, New TopCo (Delaware corp), and Merger Sub signed merger agreement; each Ferguson share to convert 1:1 into New TopCo common stock.
Shareholder vote required with at least 66 2/3% approval; closing expected on August 1, 2024, subject to conditions including SEC and FCA approvals.
New TopCo to list on NYSE and LSE under ticker 'FERG'; current directors and officers, except Sammie Long (retiring July 31), to continue.
Compensation Committee amended Change in Control Policy to align with the equity plan; certain forfeitable RSUs for non-employee directors replaced under new plan.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Ferguson (Jersey) Ltd entered into Merger Agreement with Ferguson Enterprises Inc., Ferguson (Jersey) 2 Limited (effective 2024-02-29).

Action: entry
Agreement: merger
Counterparty: Ferguson Enterprises Inc., Ferguson (Jersey) 2 Limited
Effective: 2024-02-29

Exact text from the filing

On February 29, 2024, the Company entered into a merger agreement (the “Merger Agreement”) by and among the Company, Ferguson Enterprises Inc., a newly incorporated corporation under the laws of Delaware (“New TopCo”) and Ferguson (Jersey) 2 Limited, a newly formed Jersey incorporated private limited company and direct, wholly owned subsidiary of New TopCo (“Merger Sub”).

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Source: SEC EDGAR

accession 0001193125-24-054384

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