Magna International Inc. (TSX: MG; NYSE: MGA) and Veoneer, Inc.
today announced the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, or HSR Act,
in connection with the previously announced acquisition of Veoneer
by Magna.
Pursuant to the agreement announced on July 22, 2021, Magna will
acquire all of the issued and outstanding shares of Veoneer for
$31.25 per share in cash, representing an equity value of $3.8
billion, and an enterprise value of $3.3 billion, inclusive of
Veoneer’s cash, net of debt and other debt-like items as of March
31, 2021.
The waiting period expired at 11:59 p.m. on September 13, 2021
without the issuance of a so-called “second request” by the U.S.
Federal Trade Commission (the “FTC”) or the U.S. Department of
Justice Antitrust Division (the “DOJ”). Expiration of the waiting
period under the HSR Act satisfies one of the conditions necessary
for the consummation of the merger.
Additionally, the companies have submitted investment screening
filings in France, Germany and Italy, and have submitted draft
antitrust filings (requesting reviews under applicable simplified
procedures) in the European Union and China. The companies are also
progressing antitrust filings in South Korea and Canada, the other
two jurisdictions in which approvals are required.
A Special Meeting of Veoneer Stockholders is scheduled to take
place virtually via webcast on October 19, 2021 and will ask
stockholders to consider and vote on a proposal to adopt the Magna
merger agreement. Only stockholders of record at the close of
business on September 7, 2021, will be entitled to be present and
vote at the meeting. The transaction is expected to close near the
end of 2021 or in the first quarter of 2022, subject to the
approval of Veoneer’s stockholders, certain regulatory approvals
and other customary closing conditions.
Citi serves as financial advisor and Sidley Austin LLP serves as
legal counsel to Magna. Rothschild & Co and Morgan Stanley
serve as financial advisors and Skadden, Arps, Slate, Meagher &
Flom LLP serves as legal counsel to Veoneer.
TAGSVeoneer Acquisition, Antitrust, Regulatory Filings
INVESTOR CONTACTLouis Tonelli, Vice-President, Investor
Relations louis.tonelli@magna.com, +1 (905) 726 7035
MEDIA CONTACT Tracy Fuerst, Vice President, Corporate
Communications and PRtracy.fuerst@magna.com, +1 (248) 761
7004
ABOUT MAGNA
Magna is more than one of the world’s largest
suppliers in the automotive space. We are a mobility technology
company with a global, entrepreneurial-minded team of 158,000
employees and an organizational structure designed to innovate like
a startup. With 60+ years of expertise, and a systems approach to
design, engineering and manufacturing that touches nearly every
aspect of the vehicle, we are positioned to support advancing
mobility in a transforming industry. Our global network includes
347 manufacturing operations and 87 product development,
engineering and sales centers spanning 28 countries.
For further information about Magna, please
visit www.magna.com or follow us on Twitter @MagnaInt.
MAGNA FORWARD-LOOKING STATEMENTSCertain statements in this press
release constitute "forward-looking information" or
"forward-looking statements" (collectively, "forward-looking
statements"). Any such forward-looking statements are intended to
provide information about management's current expectations and
plans and may not be appropriate for other purposes.
Forward-looking statements may include financial and other
projections, as well as statements regarding Magna’s future plans,
strategic objectives or economic performance, or the assumptions
underlying any of the foregoing, and other statements that are not
recitations of historical fact. We use words such as "may",
"would", "could", "should", "will", "likely", "expect",
"anticipate", "believe", "intend", "plan", "aim", "forecast",
"outlook", "project", "estimate", "target" and similar expressions
suggesting future outcomes or events to identify forward-looking
statements. Such forward-looking statements include, without
limitation: statements related to the acquisition of Veoneer, the
expected timing, and conditions precedent to the closing of the
acquisition, including regulatory approvals. The acquisition of
Veoneer is subject to a number of risks, assumptions and
uncertainties, many of which are beyond our control, and the
effects of which can be difficult to predict, including, without
limitation: (i) the merger may involve unexpected costs,
liabilities or delays; (ii) the failure to satisfy the conditions
to the consummation of the transaction, including approval of the
merger by Veoneer’s stockholders and the receipt of certain
governmental and regulatory approvals on the terms or at the timing
expected; (iii) imposition of unacceptable conditions to regulatory
approval; (iv) the occurrence of any event, change or other
circumstance that could give rise to the termination of the
definitive Agreement and Plan of Merger (the “merger agreement”)
between Veoneer, Magna and 2486345 Delaware Corporation; (v)
operating costs, customer loss and business disruption (including,
without limitation, difficulties in maintaining relationships with
employees, customers, clients or suppliers) may be greater than
expected; (vi) risks related to diverting management attention from
ongoing business operations; (vii) the business
of Veoneer may suffer as a result of uncertainty
surrounding the merger or the potential adverse changes to business
relationships resulting from the proposed merger; and (viii) the
outcome of any legal proceedings that may be instituted
against Veoneer related to the merger agreement or the
transaction contemplated thereby. Additionally, Veoneer’s
perception software products directly compete with software
products supplied by a competitor which is an important supplier to
us. Accordingly, there is a risk that such competitor may cease
cooperation with us in bidding on future ADAS programs. The
foregoing list of factors is not exhaustive.
Forward-looking statements are based on information currently
available to us and are based on assumptions and analyses made by
us in light of Magna’s experience and Magna’s perception of
historical trends, current conditions and expected future
developments, as well as other factors we believe are appropriate
in the circumstances. While we believe we have a reasonable basis
for making any such forward-looking statements, they are not a
guarantee of future performance or outcomes. In evaluating
forward-looking statements or forward-looking information, we
caution readers not to place undue reliance on any forward-looking
statement. Additionally, readers should specifically consider the
various factors which could cause actual events or results to
differ materially from those indicated by such forward-looking
statements, including the risks, assumptions and uncertainties
above and such other factors, risks and uncertainties which
are:
- Discussed under the “Industry Trends and Risks” heading of
Magna’s Management’s Discussion and Analysis;
- Set out in Magna’s Annual Information Form filed with
securities commissions in Canada, Magna’s annual report
on Form 40-F filed with the United States Securities and
Exchange Commission (the “SEC”), and subsequent filings; and
- Set out in the sections titled “Risk Factors”, “Forward-Looking
Statements” and “Cautionary Statement Regarding Forward-Looking
Statements” in the final proxy statement of Veoneer, filed with the
SEC on September 9, 2020.
Readers should also consider discussion of Magna’s risk
mitigation activities with respect to certain risk factors, which
can be also found in Magna’s Annual Information Form.
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