STOCKHOLM, Aug. 9, 2021 /PRNewswire/ — The automotive technology firm Veoneer, Inc. (NYSE: VNE) and (SSE: VNE SDB), currently declared that Veoneer’s board of directors has identified that Qualcomm’s proposal to receive Veoneer (the “Qualcomm Proposal”) would moderately be envisioned to consequence in a “Exceptional Proposal”, as outlined below the phrases of Veoneer’s merger arrangement with Magna (the “Merger Agreement”).
As a final result of the Board’s dedication, Veoneer may possibly less than the conditions of the Merger Arrangement engage in conversations with Qualcomm centered on the Qualcomm Proposal and Veoneer intends to do so.
The Merger Settlement remains in total pressure and effect, and the board of directors of Veoneer has not withdrawn or modified its advice that the stockholders of Veoneer vote in favor of the acceptance of the merger, the Merger Arrangement and the transactions contemplated therefore.
Underneath the conditions of the Merger Arrangement, prior to the receipt of the stockholder acceptance of the transaction, Veoneer may beneath specific situation terminate the Merger Arrangement to enter into a transaction based on a competing proposal this kind of as the Qualcomm Proposal. Any such action would involve (i) that the competing proposal, right after completion of any diligence and negotiation of transaction agreements, offer ultimate, genuine terms for a transaction that the Veoneer board of directors determines to be a exceptional proposal to the a single established forth in the Merger Settlement, and (ii) that Veoneer comply with selected recognize and other demands established forth in the Merger Settlement, which include the payment to Magna or its designee of a termination payment of $110 million.
This report is information that Veoneer, Inc. is obliged to make general public pursuant to the EU Current market Abuse Regulation. The data was submitted for publication, by the agency of the EVP Communications and IR set out earlier mentioned, at 16.30 CET on Sunday, August 8, 2021.
For extra info be sure to get in touch with:
Thomas Jönsson, EVP Communications & IR,
[email protected], tel +46 ()8 527 762 27
Veoneer, Inc. is a throughout the world chief in automotive technologies. Our purpose is to generate have faith in in mobility. We style, produce, and manufacture condition-of-the-artwork software, components and methods for occupant security, highly developed driving help systems, and collaborative and automated driving to OEMs globally. Headquartered in Stockholm, Sweden, Veoneer has 7,500 employees in 11 nations. In 2020, income amounted to $1.37 billion. The Company is setting up on a heritage of near to 70 several years of automotive basic safety enhancement. In 2018, Veoneer became an impartial, publicly traded company outlined on the New York Inventory Trade (NYSE: VNE) and on the Nasdaq Stockholm (SSE: VNE SDB).
Additional Data and In which to Uncover It
This conversation could be considered to be solicitation content in link with the proposed acquisition of Veoneer by Magna pursuant to a definitive Arrangement and Strategy of Merger (the “merger agreement”) between Veoneer, Magna and 2486345 Delaware Company. In relationship with the proposed merger, Veoneer intends to file relevant materials with the United States Securities and Trade Fee (SEC), including a proxy statement which will be mailed or or else disseminated to Veoneer’s stockholders. STOCKHOLDERS ARE URGED TO Go through THE DEFINITIVE PROXY Assertion AND ANY AMENDMENTS OR Nutritional supplements THERETO, AND ANY OTHER Relevant Paperwork Submitted OR TO BE Submitted WITH THE SEC, Cautiously AND IN THEIR ENTIRETY WHEN THEY Turn out to be Offered Simply because THEY WILL Comprise Significant Information ABOUT VEONEER AND THE PROPOSED MERGER. Stockholders could acquire absolutely free copies of the definitive proxy assertion, any amendments or nutritional supplements thereto and other files made up of essential information and facts about Veoneer or the proposed merger, as soon as this kind of paperwork are submitted with the SEC, absolutely free of demand at the SEC’s website at www.sec.gov, or from Veoneer at https://www.veoneer.com/en/buyers or by directing a request to Veoneer’s Investor Relations Division at [email protected]
Individuals in the Solicitation
Veoneer and selected of its directors and government officers may be deemed to be “members” in the solicitation of proxies from Veoneer’s stockholders in connection with the merger. Details about Veoneer’s directors and govt officers and their immediate or oblique interests, by protection holdings or otherwise, is set forth in Veoneer’s proxy statement on Program 14A for its 2021 yearly assembly of stockholders filed with the SEC on March 29, 2021. To the extent holdings of Veoneer’s securities by these kinds of participants (or the identification of this kind of participants) have changed, such info has been or will be mirrored on Statements of Change in Ownership on Types 3 and 4 subsequently filed with the SEC. Additional data regarding the members in the proxy solicitation and a description of their immediate or oblique interests, by security holdings or otherwise, will be bundled in the definitive proxy assertion submitted with the SEC concerning the proposed merger, if and when it results in being obtainable.
This doc does not constitute a solicitation of proxy, an offer to order or a solicitation of an offer to sell any securities, nor shall there be any sale of securities in any jurisdiction in which this sort of supply, solicitation or sale would be unlawful prior to registration or qualification less than the securities guidelines of any this sort of jurisdiction. No provide of securities shall be produced apart from by means of a prospectus conference the prerequisites of Portion 10 of the Securities Act of 1933, as amended.
Veoneer Ahead-Looking Statements
This document may well consist of “ahead-looking” statements within just the that means of the Personal Securities Litigation Reform Act of 1995, including, without the need of limitation, statements relating to the completion of the merger. In this context, forward-hunting statements normally tackle predicted foreseeable future organization and economical functionality and fiscal affliction, and generally include phrases these types of as “assume,” “anticipate,” “intend,” “system,” “think,” “look for,” “see,” “will,” “would,” “concentrate on,” equivalent expressions, and versions or negatives of these phrases. The reader is cautioned not to count on these ahead-searching statements. Forward-searching statements by their character address issues that are, to different degrees, uncertain, such as statements about the consummation of the proposed merger and the predicted positive aspects thereof. These and other ahead-hunting statements are not assures of potential effects and are subject to dangers, uncertainties and assumptions that could lead to precise results to differ materially from those people expressed in any ahead-wanting statements, which includes the failure to consummate the proposed merger or to make any submitting or take other motion needed to consummate this kind of merger in a well timed subject or at all. The inclusion of this kind of statements should not be regarded as a representation that any ideas, estimates or expectations will be achieved. You should not place undue reliance on this sort of statements. Risks and uncertainties involve, but are not minimal to: (i) the merger may well entail unforeseen fees, liabilities or delays (ii) the failure to fulfill the disorders to the consummation of the transaction, which includes approval of the merger by Veoneer’s stockholders and the receipt of sure governmental and regulatory approvals on the phrases or at the timing anticipated (iii) the incidence of any occasion, change or other circumstance that could give increase to the termination of the merger arrangement (iv) running fees, shopper reduction and small business disruption (together with, without the need of limitation, challenges in preserving interactions with personnel, buyers, shoppers or suppliers) may perhaps be increased than anticipated (v) pitfalls related to diverting management notice from ongoing company functions (vi) the small business of Veoneer may perhaps experience as a outcome of uncertainty bordering the merger or the potential adverse variations to company interactions resulting from the proposed merger and (vii) the result of any authorized proceedings that could be instituted against Veoneer or Magna related to the merger settlement or the transaction contemplated thereby. The foregoing listing of elements is not exhaustive. Outcomes of product differences in final results as when compared with those people expected in the forward-searching statements could involve, between other factors, company disruption, operational challenges, economic decline, authorized legal responsibility to third parties and comparable pitfalls, any of which could have a materials adverse outcome on Veoneer’s fiscal condition, effects of functions, credit history rating or liquidity.
You should really carefully look at the foregoing things and the other pitfalls and uncertainties relating to Veoneer explained in Veoneer’s Yearly Report on Kind 10-K for the most not too long ago done fiscal yr, and other stories and documents filed by Veoneer from time to time with the SEC. These filings recognize and tackle other critical hazards and uncertainties that could bring about actual functions and final results to vary materially from these contained in the ahead-wanting statements. Copies of these filings are readily available online at www.sec.gov. Ahead-looking statements converse only as of the date they are made. Readers are cautioned not to set undue reliance on ahead-seeking statements, and Veoneer assumes no obligation and do not intend to update or revise these forward-on the lookout statements, no matter whether as a consequence of new facts, upcoming events, or or else. Veoneer does not give any assurance that it will attain its anticipations.
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