SAN DIEGO and NEW YORK and
STOCKHOLM, Oct. 4, 2021 /PRNewswire/ -- Qualcomm
Incorporated (NASDAQ: QCOM) and SSW Partners, a New York-based investment partnership ("SSW
Partners"), today announced they have reached a definitive
agreement to acquire Veoneer, Inc. (NYSE: VNE; SSE: VNE SDB) for
$37.00 per share in an all-cash
transaction, representing a total equity value for Veoneer of
$4.5 billion. Veoneer has terminated
its prior acquisition agreement with Magna International Inc.
("Magna") and canceled its October 19,
2021, special meeting that was previously scheduled to
approve that agreement.
At closing, SSW Partners will acquire all of the outstanding
capital stock of Veoneer, shortly after which it will sell the
Arriver business to Qualcomm and retain Veoneer's Tier-1 supplier
businesses. SSW Partners will lead the process of finding strong,
long-term strategic partners. This transaction structure
facilitates the long-term success of all Veoneer's businesses.
Having already demonstrated a successful partnership with
Arriver, Qualcomm believes that the Arriver business will thrive at
Qualcomm. Upon close of the transactions, Qualcomm will incorporate
Arriver's Computer Vision, Drive Policy and Driver Assistance
assets into its leading Snapdragon Ride™ Advanced Driver Assistance
Systems (ADAS) solution. This will augment Qualcomm's ability to
deliver an open and competitive ADAS platform for automakers and
Tier-1s at scale.
SSW Partners will work with Veoneer's management to ensure the
pursuit of Veoneer's existing business plan and to identify strong,
long-term strategic partners for the Restraint Control Systems
(RCS) and Active Safety businesses. The principals of SSW Partners
have substantial investing, operating and transaction experience
internationally, as well as a track record of success in
collaborating with management teams in multiple geographies and
industries. They are experienced investors and advisors in both
Europe and the automotive sector
and will prioritize the smooth continuation of business activities
for the customers and employees of the RCS and Active Safety
businesses. SSW Partners' investment in Veoneer will represent its
first capital commitment as a partnership since its founding at the
beginning of the year.
"Qualcomm is the natural owner of Arriver. By integrating these
assets, Qualcomm accelerates its ability to deliver a leading and
horizontal ADAS solution as part of its digital chassis platform,"
said Cristiano Amon, president and
CEO of Qualcomm Incorporated. "We believe that this transaction and
structure benefits both Qualcomm's and Veoneer's shareholders,
positions all of Veoneer's businesses for success and provides a
compelling opportunity to customers and employees."
"This transaction creates superior value for our shareholders,"
said Jan Carlson, Chairman,
President and CEO of Veoneer. "It also provides attractive
opportunities to our Arriver team at Qualcomm and allows our other
businesses to find long-term industrial partners where they can
continue to develop."
Mr. Carlson continued, "Our board and management team remain
focused on delivering on our objectives, driving continuous
improvements across the organization and launching new technologies
and programs for our customers. Despite significant industry-wide
challenges, our team has done an outstanding job positioning
Veoneer for success, building on our leading ecosystem of partners,
cutting-edge technology and a strong order book."
"We are excited to partner with Qualcomm to acquire Veoneer,"
said Antonio Weiss and Josh Steiner of SSW Partners. "While Qualcomm
focuses on the Arriver business, we will focus on finding strong,
long-term strategic homes for the rest of Veoneer's businesses – we
are committed to ensuring that Veoneer's employees prosper, the
businesses continue to innovate and grow and customers continue to
have uninterrupted access to the outstanding service and quality
for which Veoneer is known. We have high regard for Veoneer's
management team and look forward to partnering with them to ensure
a successful outcome for all stakeholders."
Transaction Details
The cash purchase price of $37.00
per share represents an 18% premium to Veoneer's prior agreement
with Magna, and an 86% premium to the unaffected share price prior
to the announcement of the Magna agreement. The transaction has
been approved by the boards of directors of Qualcomm and Veoneer
and is subject to approval under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 in the United
States, certain European foreign direct investment
approvals, approval by Veoneer stockholders and other customary
conditions. The transaction is expected to close in 2022.
The announcement follows the Veoneer board's determination, with
the assistance of its financial and legal advisors, that a formal
acquisition offer Veoneer received from Qualcomm and SSW Partners
on October 1, 2021 constitutes a
"Superior Proposal" under the terms of Veoneer's merger agreement
with Magna dated July 22, 2021. Magna
has waived its right to submit a revised proposal to Veoneer.
Centerview Partners LLC and Evercore Group L.L.C. acted as
financial advisors to Qualcomm and Paul, Weiss, Rifkind, Wharton
& Garrison LLP acted as legal counsel. Davis Polk & Wardwell acted as legal counsel
to SSW Partners. Morgan Stanley and Rothschild &
Co. acted as financial advisors to Veoneer, and Skadden, Arps,
Slate, Meagher & Flom LLP acted as legal counsel.
Veoneer's regulatory filings related to this announcement will
be found at:
https://www.veoneer.com/en/sec-filings
About Qualcomm
Qualcomm is the world's leading wireless technology innovator
and the driving force behind the development, launch, and expansion
of 5G. When we connected the phone to the internet, the mobile
revolution was born. Today, our foundational technologies enable
the mobile ecosystem and are found in every 3G, 4G and 5G
smartphone. We bring the benefits of mobile to new industries,
including automotive, the internet of things, and computing, and
are leading the way to a world where everything and everyone can
communicate and interact seamlessly.
Qualcomm Incorporated includes our licensing business, QTL, and
the vast majority of our patent portfolio. Qualcomm Technologies,
Inc., a subsidiary of Qualcomm Incorporated, operates, along with
its subsidiaries, substantially all of our engineering, research
and development functions, and substantially all of our products
and services businesses, including our QCT semiconductor
business.
About SSW Partners LP
SSW Partners invests in high-quality businesses and collaborates
with partners to create enduring value for all
stakeholders. We focus on businesses that consistently invest
in their products and people, have built their reputations based on
the quality of the goods they produce or services they provide, who
have demonstrated the capacity for innovation and constant
improvement, and who prioritize the interests of all stakeholders,
including employees, customers, owners, and the communities in
which the businesses operate.
About Veoneer
Veoneer, Inc. is a worldwide leader in automotive technology.
Our purpose is to create trust in mobility. We design, develop, and
manufacture state-of-the-art software, hardware and systems for
occupant protection, advanced driving assistance systems, and
collaborative and automated driving to OEMs globally. Headquartered
in Stockholm, Sweden, Veoneer has
7,500 employees in 11 countries. In 2020, sales amounted to
$1.37 billion. The Company is
building on a heritage of close to 70 years of automotive safety
development. In 2018, Veoneer became an independent, publicly
traded company listed on the New York Stock Exchange (NYSE: VNE)
and on the Nasdaq Stockholm (SSE: VNE SDB).
Qualcomm Automotive solutions, including the Snapdragon Ride
ADAS solution and Digital Chassis platform, are products of
Qualcomm Technologies, Inc. and/or its subsidiaries.
Note Regarding Forward-Looking Statements
Any statements contained in this document that are not
historical facts are forward-looking statements as defined in the
U.S. Private Securities Litigation Reform Act of 1995. Words such
as "anticipate", "believe", "estimate", "expect", "forecast",
"intend", "may", "plan", "project", "predict", "should" and "'will"
and similar expressions as they relate to Qualcomm, SSW Partners,
SSW Merger Sub Corp or Veoneer are intended to identify such
forward-looking statements. These forward-looking statements
involve risks and uncertainties concerning the approval of the
transaction by Veoneer's stockholders, the parties' ability to
close the proposed transaction, the expected closing date of the
transaction, the anticipated benefits and synergies of the
transaction, anticipated future combined businesses, operations,
products and services, and liquidity, debt repayment and capital
return expectations. Actual events or results may differ materially
from those described in this document due to a number of important
factors. These factors include, among others, the outcome of
regulatory reviews of the proposed transaction; the ability of the
parties to complete the transaction; the ability of SSW and
Qualcomm to successfully complete the sale of Veoneer's Arriver
business to Qualcomm and retain Veoneer's other businesses (which
are Tier-1 supplier businesses); SSW's and Qualcomm's ability to
integrate Veoneer's businesses, assets, operations, sales and
distribution channels, business and financial systems and
infrastructures, research and development, technologies, products,
services and employees; the ability of the parties to retain their
customers and suppliers; the ability of the parties to minimize the
diversion of their managements' attention from ongoing business
matters; and other risks detailed in Qualcomm's and Veoneer's
filings with the United States Securities and Exchange Commission
("SEC"), including those discussed in Qualcomm's most recent Annual
Report on Form 10-K and in any subsequent periodic reports on Form
10-Q and Form 8-K and Veoneer's most recent Annual Report on Form
10-K and in any subsequent periodic reports on Form 10-Q and Form
8-K, each of which is on file with the SEC and available at the
SEC's website at www.sec.gov. SEC filings for Qualcomm are also
available in the Investor Relations section of Qualcomm's website
at www.qualcomm.com, and SEC filings for Veoneer are available in
the Investor Relations section of Veoneer's website at
https://www.veoneer.com/en/investors. Qualcomm is not obligated to
update these forward-looking statements to reflect events or
circumstances after the date of this document. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of their dates.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
connection with the proposed acquisition of Veoneer pursuant to a
definitive Agreement and Plan of Merger (the "merger agreement")
between Veoneer, Qualcomm, SSW Partners and SSW Merger Sub Corp, a
Delaware corporation and a direct,
wholly owned subsidiary of SSW Partners. In connection with the
proposed merger, Veoneer intends to file relevant materials with
the United States Securities and Exchange Commission (SEC),
including a proxy statement which will be mailed or otherwise
disseminated to Veoneer's stockholders. STOCKHOLDERS ARE URGED TO
READ THE DEFINITIVE PROXY STATEMENT AND ANY AMENDMENTS OR
SUPPLEMENTS THERETO, AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO
BE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT VEONEER AND THE PROPOSED MERGER. Stockholders may obtain free
copies of the definitive proxy statement, any amendments or
supplements thereto and other documents containing important
information about Veoneer or the proposed merger, once such
documents are filed with the SEC, free of charge at the SEC's
website at www.sec.gov, or from Veoneer at
https://www.veoneer.com/en/investors or by directing a request
to Veoneer's Investor Relations Department at
thomas.jonsson@veoneer.com.
Participants in the Solicitation
Veoneer and certain of its directors and executive officers may
be deemed to be "participants" in the solicitation of proxies from
Veoneer's stockholders in connection with the merger. Information
about Veoneer's directors and executive officers and their direct
or indirect interests, by security holdings or otherwise, is set
forth in Veoneer's proxy statement on Schedule 14A for its 2021
annual meeting of stockholders filed with the SEC on March 29, 2021. To the extent holdings of
Veoneer's securities by such participants (or the identity of such
participants) have changed, such information has been or will be
reflected on Statements of Change in Ownership on Forms 3 and 4
subsequently filed with the SEC. Additional information regarding
the participants in the proxy solicitation and a description of
their direct or indirect interests, by security holdings or
otherwise, will be included in the definitive proxy statement filed
with the SEC regarding the proposed merger, if and when it becomes
available.
This document does not constitute a solicitation of proxy, an
offer to purchase or a solicitation of an offer to sell any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Veoneer Forward-Looking Statements
This document may include "forward-looking" statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including, without limitation, statements relating to the
completion of the merger. In this context, forward-looking
statements often address expected future business and financial
performance and financial condition, and often contain words such
as "expect," "anticipate," "intend," "plan," "believe," "seek,"
"see," "will," "would," "target," similar expressions, and
variations or negatives of these words. The reader is cautioned not
to rely on these forward-looking statements. Forward-looking
statements by their nature address matters that are, to different
degrees, uncertain, such as statements about the consummation of
the proposed merger and the anticipated benefits thereof. These and
other forward-looking statements are not guarantees of future
results and are subject to risks, uncertainties and assumptions
that could cause actual results to differ materially from those
expressed in any forward-looking statements, including the failure
to consummate the proposed merger or to make any filing or take
other action required to consummate such merger in a timely matter
or at all. The inclusion of such statements should not be regarded
as a representation that any plans, estimates or expectations will
be achieved. You should not place undue reliance on such
statements. Risks and uncertainties include, but are not limited
to: (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) the occurrence of any event, change or other circumstance
that could give rise to the termination of the merger agreement;
(iv) 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; (v) risks related to diverting management
attention from ongoing business operations; (vi) 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 (vii) the outcome of any
legal proceedings that may be instituted against Veoneer or
Qualcomm related to the merger agreement or the transaction
contemplated thereby. The foregoing list of factors is not
exhaustive. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements
could include, among other things, business disruption, operational
problems, financial loss, legal liability to third parties and
similar risks, any of which could have a material adverse effect on
Veoneer's financial condition, results of operations, credit rating
or liquidity.
You should carefully consider the foregoing factors and the
other risks and uncertainties relating to Veoneer described in
Veoneer's Annual Report on Form 10-K for the most recently
completed fiscal year, and other reports and documents filed by
Veoneer from time to time with the SEC. These filings identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Copies of these filings are
available online at www.sec.gov. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Veoneer assumes
no obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Veoneer does not give any assurance
that it will achieve its expectations.
[This report is information that Veoneer is obliged to make
public pursuant to the EU Market Abuse Regulation. The information
was submitted for publication, through the agency of the EVP
Communications and IR set out above, at 15:00 CET on
October 4, 2021.
Qualcomm Contacts:
Pete Lancia, Corporate
Communications
Phone: 1-858-845-5959
Email: corpcomm@qualcomm.com
Mauricio Lopez-Hodoyan, Investor Relations
Phone: 1-858-658-4813
Email: ir@qualcomm.com
Veoneer Contact:
Thomas Jönsson, EVP Communications & IR,
Phone: +46 (0)8 527 762 27
Email: thomas.jonsson@veoneer.com
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SOURCE Qualcomm Incorporated