Magna Electronics Inc. entered into an agreement to acquire Active Safety business from Veoneer, Inc. for $1.5 billion on December 20, 2022. The cash-free debt-free consideration of $1.525 billion will be paid in cash, subject to working capital and other customary purchase price adjustments. Magna plans to use cash on hand plus a modest amount of additional debt to fund the transaction. Magna acquired credit facility of Delayed Draw A and B of $1.4 billion to finance this acquisition and pay related expenses. Under the deal, Veoneer Active Safety business will be combined with Magna Electronics. Veoneer Active Safety’s employees will be joining the Magna family. The transaction is subject to approval of applicable regulatory authorities and other customary closing conditions. The transaction is expected to close near mid-year 2023. The transaction is projected to be plus or minus neutral to adjusted earnings per share excluding purchase price amortization in the first full year 2024 i.e., Neutral to Adjusted EPS in 2024, accretive thereafter (ex PPA2) and to be accretive thereafter. The transaction has no significant change in leverage profile or financial flexibility i.e. We anticipate no significant change in our leverage profile and expect to maintain our strong investment grade credit rating.

Citi acted as the financial advisor and Sidley Austin LLP acted as the legal advisor to Magna. Evercore and Morgan Stanley & Co. LLC acted as the financial advisors to Veoneer and SSW Partners. William H. Aaronson, Lee Hochbaum, Darren M. Schweiger, Jennifer S. Conway, Kevin A. Brown, William A. Curran and Pritesh P. Shah of Davis Polk & Wardwell LLP and Baker Botts L.L.P acted as the legal advisors to Veoneer and SSW Partners. Florian Kästle, Ulrich Weidemann, Andrea Ziegler, Niklas Wielandt, Robin Haas, Johannes Teichmann, Joachim Fröhlich, Ulrich Ellinghaus, Florian Tannen, Rembert Niebel, Matthias Toke, Nicolai Behr, Ulrich Weidemann, Robin Haas and Joachim Fröhlich of Baker McKenzie advised Magna International on the acquisition.

Magna Electronics Inc. completed the acquisition of Active Safety business from Veoneer, Inc. on June 1, 2023. Eversheds Sutherland acted as legal advisor to Veoneer, Inc.