Magna International Inc. (TSX:MG) entered into a definitive merger agreement to acquire Veoneer, Inc. (NYSE:VNE) from a group of shareholders for $3.5 billion on July 22, 2021. Pursuant to the agreement, 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. In addition, Magna will acquire Veoneer's leading global position in restraint control systems. Magna International Inc. will have sufficient funds and available borrowing capacity under existing facilities to fund the acquisition. After the transaction, Veoneer, Inc. will become a wholly owned subsidiary of Magna International Inc and its Common Stock will be delisted from the NYSE and Nasdaq Stockholm and deregistered under the Securities Exchange Act of 1934. Following the closing of the transaction, Veoneer will be combined with Magna's existing ADAS business and integrated into Magna's electronics operating unit. Veoneer stockholders AMF Fonder AB, Cevian Capital AB, AP Fonden 4, Alecta Pensionsförsäkring, ömsesidigt, which collectively represent approximately 40% of Veoneer's outstanding shares of common stock, have either entered into support agreements with Magna or provided indications of support, pursuant to which they have agreed, among other things and subject to certain conditions, to vote their shares of Veoneer common stock in favor of the transaction. A special meeting of Veoneer's stockholders will be convened in connection with the transaction as soon as practicable after the mailing to Veoneer's stockholders of the proxy statement in connection with the merger. Veoneer will pay a termination fee of $110 million.

The transaction is subject to the approval of Veoneer's stockholders, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, certain regulatory approvals, and other customary closing conditions. The transaction is not subject to any financing conditions. The transaction has been unanimously approved by the Veoneer and Magna Boards of Directors, and Veoneer's Board of Directors unanimously recommended Veoneer stockholders to approve the proposed merger and merger agreement. As of August 9, 2021, Veoneer's board of directors has determined that Qualcomm's proposal to acquire Veoneer would reasonably be expected to result in a Superior Proposal. A special meeting of Veoneer's stockholders will be held on October 19, 2021. On September 13, 2021, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or HSR Act has been expired. The deal is expected to close near the end of 2021. As of September 20, 2021, the transaction is expected to close near the end of 2021 or in the first quarter of 2022. The transaction is expected to result in annual run-rate synergies of approximately $100 million by 2024. These savings are incremental to Veoneer's previously announced market adjustment initiatives. The all-cash transaction will allow Magna to maintain a strong balance sheet with an expected adjusted debt to adjusted EBITDA ratio slightly above the high end of Magna's 1.0 to 1.5 target range at closing.

Citigroup Global Markets Inc. serves as financial advisor and Gabe Saltarelli, Scott Freeman, Zhengyu Tang, Jennifer Coplan, Lauren Grau, Robert Golub, Dave Mollo-Christensen, Patrick Harrison, Karen Kazmerzak, Laura Barzilai, Ram Burshtine, Ash Nagdev, James Mendenhall, Sven De Knop, Andrew Shoyer, Alessandra Moroni, Maureen Crough, Michael Mann, James Weiss and Rob Ryan of Sidley Austin LLP serves as legal counsels to Magna. Stephen Arcano, Dohyun Kim, Jose A. Esteves, Berit R Freeman, Steven J, Kenneth B Schwartz, Yan Shurin, Stephanie L Teicher, Yossi Vebman and Michael J Zeidel of Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsels to Veoneer. Florian Kästle, Joachim Fröhlich and Ulrich Ellinghaus of Baker & Mckenzie Partnerschaft Von Rechtsanwälten Wirtschaftsprüfern,Steuerberatern Und Solicitors acted as legal advisors to Magna International Inc. An international team of Baker McKenzie attorneys provided legal advice to Magna in selected key jurisdictions, in particular Germany, Canada, France, Italy and Japan, including with the legal due diligence. Stephen M. Kotran of Sullivan & Cromwell LLP acted as financial advisor to Rothschild & Co US Inc. Georgeson LLC acted as the proxy solicitor to Veoneer and will receive an estimated fee not to exceed $25,000 plus reimbursement of its reasonable, out-of-pocket expenses for its services. Computershare acted as the transfer agent to Veoneer. Morgan Stanley acted as the financial advisor and fairness opinion provider to Veoneer and will receive a fee of approximately $23.3 million for its services, $1.5 million of which was payable following delivery of the opinion the remainder of which is contingent upon the closing of the merger. James Ben, Sunil Sachan, Michelle Jang and Tyler Smith of Rothschild & Co US Inc. acted as the financial advisors and fairness opinion providers to Veoneer and will receive an aggregate fee of approximately $23.3 million from Veoneer for its services, $1.5 million of which became payable upon delivery of Rothschild & Co's opinion and $21.8 million of which is contingent upon the consummation of the merger. William Regner of Debevoise & Plimpton LLP is advising Morgan Stanley & Co. LLC.

Magna International Inc. (TSX:MG) cancelled the acquisition of Veoneer, Inc. (NYSE:VNE) from a group of shareholders on October 4, 2021. Board of directors of Veoneer, Inc. has determined that the previously announced proposal by Qualcomm Incorporated to acquire Veoneer for $37 per share is a superior proposal and that Magna has waived the four-day matching period to make a counterproposal, Accordingly, Veoneer has terminated its merger agreement with Magna and entered into a merger agreement with Qualcomm. In connection with the termination of the merger agreement with Magna, Veoneer will pay a termination fee of $110 million to Magna. Veoneer, Inc previously announced special meeting of stockholders, scheduled on October 19, 2021, has been cancelled.