VAN BUREN TOWNSHIP, Mich.,
March 27, 2015 /PRNewswire/ --
Visteon Corporation (NYSE: VC) announced today that it has received
all antitrust approvals required for the previously announced sale
of its approximately 70 percent ownership interest in Halla Visteon
Climate Control Corp. (HVCC) to an affiliate of Hahn & Company
– a South Korea-based private
equity company – and Hankook Tire Co. Ltd.
Antitrust authorities in China,
the Czech Republic, India, Korea, Russia, Slovakia, Turkey and the
United States have cleared the transaction. The completion
of the transaction remains subject to the approval of Visteon's
shareholders. Visteon expects the transaction to be completed by
the end of the second quarter of 2015.
The purchase price for the sale is 52,000
KRW/share of HVCC, less the fiscal 2014 dividend of
970 KRW/share. Following completion
of the transaction, Visteon intends to return between $2.5 billion and $2.75 billion of cash to its
shareholders through a structured series of actions including share
buybacks and a special distribution, which could include a large
return of capital as a primary component, minimizing taxes for
shareholders. Visteon expects this series of actions to be
completed within 12 months following the completion of the
transaction.
Visteon also announced today that it has entered into an
amendment and waiver to its credit agreement, dated as of
April 9, 2014, with Citibank, N.A. as
administrative agent, and certain lenders party thereto. The
amendment, among other things, provides for certain changes to the
credit agreement to account for Visteon's sale of its ownership
interest in HVCC.
About Visteon
Visteon is a global company that designs, engineers and
manufactures innovative products for nearly every vehicle
manufacturer worldwide. Visteon currently delivers value for its
customers and shareholders through two technology-focused
businesses: vehicle cockpit electronics and thermal management.
Visteon owns 70 percent of Halla Visteon Climate Control Corp., the
world's second largest provider of vehicle thermal management
solutions. With corporate offices in Van
Buren Township, Mich. (U.S.); Shanghai, China; and Chelmsford, UK; Visteon has approximately
25,500 employees at facilities in 26 countries. Visteon had sales
of $7.51 billion in 2014. Learn more
at www.visteon.com.
Follow Visteon:
www.twitter.com/visteon
www.youtube.com/visteon
http://blog.visteon.com
www.google.com/+visteon
www.linkedin.com/company/visteon
https://www.facebook.com/VisteonCorporation
Forward-looking Information
This press release
contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements are not guarantees of future results and conditions but
rather are subject to various factors, risks and uncertainties that
could cause our actual results to differ materially from those
expressed in these forward-looking statements, including, but not
limited to: (1) conditions within the automotive industry,
including (i) the automotive vehicle production volumes and
schedules of our customers, (ii) the financial condition of our
customers and the effects of any restructuring or reorganization
plans that may be undertaken by our customers or suppliers,
including work stoppages, and (iii) possible disruptions in the
supply of commodities to us or our customers due to financial
distress, work stoppages, natural disasters or civil unrest; (2)
our ability to satisfy future capital and liquidity requirements;
including our ability to access the credit and capital markets at
the times and in the amounts needed and on terms acceptable to us;
our ability to comply with financial and other covenants in our
credit agreements; and the continuation of acceptable supplier
payment terms; (3) our ability to satisfy pension and other
post-employment benefit obligations; (4) our ability to access
funds generated by foreign subsidiaries and joint ventures on a
timely and cost-effective basis; (5) our ability to execute on our
transformational plans and cost-reduction initiatives in the
amounts and on the timing contemplated; (6) general economic
conditions, including changes in interest rates, currency exchange
rates and fuel prices; (7) the timing and expenses related to
internal restructurings, employee reductions, acquisitions or
dispositions and the effect of pension and other post-employment
benefit obligations; (8) increases in raw material and energy costs
and our ability to offset or recover these costs, increases in our
warranty, product liability and recall costs or the outcome of
legal or regulatory proceedings to which we are or may become a
party; and (9) those factors identified in our filings with the SEC
(including our Annual Report on Form 10-K for the fiscal year ended
Dec. 31, 2014). Caution
should be taken not to place undue reliance on our forward-looking
statements, which represent our view only as of the date of this
release, and which we assume no obligation to update. New business
wins and rewins do not represent firm orders or firm commitments
from customers, but are based on various assumptions, including the
timing and duration of product launches, vehicle production levels,
customer price reductions and currency exchange rates.
Additional Information About the Proposed HVCC Transaction
and Where to Find It
This communication may be deemed to be
solicitation material in respect of the proposed sale of Visteon's
interest in HVCC. In connection with the proposed transaction,
Visteon filed a preliminary proxy statement with the SEC on
March 5, 2015, and Visteon intends to
file other relevant materials with the SEC, including a definitive
proxy statement on Schedule 14A. Following the filing of the
definitive proxy statement with the SEC, Visteon will mail the
definitive proxy statement and a proxy card to each stockholder
entitled to vote at the special meeting relating to the proposed
transaction. INVESTORS AND SECURITY HOLDERS OF VISTEON ARE URGED TO
READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE
PROPOSED TRANSACTION THAT VISTEON HAS FILED AND WILL FILE WITH THE
SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT VISTEON AND THE PROPOSED TRANSACTION. The
preliminary proxy statement, the definitive proxy statement and
other relevant materials in connection with the proposed
transaction (when they become available), and any other documents
filed by Visteon with the SEC, may be obtained free of charge at
the SEC's website at www.sec.gov. In addition, investors and
security holders may obtain free copies of the documents filed with
the SEC at Visteon's website, www.visteon.com, or by contacting our
Investor Relations department in writing at One Village Center
Drive, Van Buren Township, MI
48111; by phone (734) 710-5793; or via email at
bkrakowi@visteon.com.
Visteon and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from Visteon's
stockholders with respect to the proposed transaction. Information
about Visteon's directors and executive officers and their
ownership of Visteon's common stock is set forth in the proxy
statement for Visteon's 2014 Annual Meeting of Stockholders, which
was filed with the SEC on April 29, 2014. Information
regarding the identity of the potential participants, and their
direct or indirect interests in the proposed transaction, by
security holdings or otherwise, will be set forth in the proxy
statement and other materials to be filed with the SEC in
connection with the proposed transaction.
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SOURCE Visteon Corporation