Veoneer Files Definitive Proxy in connection with Magna Merger Agreement

– Continues to Recommend Magna Merger at This Time

– Continues Discussions with Qualcomm Regarding Potential Transaction

The automotive technology company Veoneer, Inc. (VNE) and, announced that it has filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) ahead of a Special Meeting of Veoneer stockholders.  The Special Meeting is scheduled to take place on October 19, 2021 and will ask stockholders to consider the previously announced merger agreement with Magna International Inc. (MG) (MGA).  Stockholders as of the September 7, 2021 record date will be entitled to vote at the meeting.

Veoneer also noted that it continues to engage in discussions with Qualcomm Incorporated (QCOM) in response to Qualcomm’s competing proposal announced. Qualcomm has proposed to acquire all of the outstanding shares of Veoneer at a price of $37.00 per share in cash.  If Qualcomm provides a final, complete proposal for the acquisition of Veoneer, including a merger agreement, the Veoneer Board intends to evaluate, in consultation with Veoneer’s financial and legal advisors, whether it constitutes a “Superior Proposal” (as defined in the Magna Merger Agreement) and to negotiate with Qualcomm and/or Magna, if appropriate, to seek to obtain the best available transaction for the Veoneer’s stockholders.

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Background

Qualcomm publicly announced a competing proposal to acquire Veoneer and on August 8, Veoneer announced that it intended to engage in discussions with Qualcomm regarding its proposal.  If, after those discussions, Qualcomm presents a final, complete proposal that the Veoneer Board determines to constitute a “Superior Proposal” (as defined in the Merger Agreement with Magna), then Veoneer may terminate the Merger Agreement subject to certain requirements including the payment of a $110 million termination fee to Magna and pursue a transaction with Qualcomm.

Unless and until that happens, the Merger Agreement between Veoneer and Magna remains in full force and effect, and the board of directors of Veoneer has not withdrawn or modified its recommendation that the stockholders of Veoneer vote in favor of the approval of the merger, the Merger Agreement and the transactions contemplated thereby.

Morgan Stanley and Rothschild are serving as financial advisors to Veoneer, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor.

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