QUALCOMM Incorporated, QCAS, Inc. (collectively Qualcomm) and SSW Partners completed the acquisition of Veoneer, Inc..
The transaction is subject to antitrust as applicable, under the antitrust laws of the European Union, Canada, China and South Korea and investment screening laws of France, Germany and Italy and regulatory approval. As of August 9, 2021, Veoneer's board of directors has determined that SSW's proposal to acquire Veoneer would reasonably be expected to result in a Superior Proposal. As of October 4, 2021, the transaction is pending regulatory approvals including 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. As of September 13, 2021, the merger agreement with Magna remains in full force and effect, and the board of directors of Veoneer has not withdrawn or modified its recommendation that the stockholders of Veoneer vote in favor of the approval of the merger, the merger agreement and the transactions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. As of October 4, 2021, the transaction has been unanimously approved by the boards of directors of Veoneer and SSW. A special meeting of the shareholders of Veoneer is scheduled on December 16, 2021. As of December 16, 2021, the shareholders of Veoneer have approved the transaction. Veoneer board announced that SSW Partners offer constitutes a Superior Proposal. By the end of January 2022, the transaction had received the required regulatory approvals in the United States, Germany, France and Italy. In addition, SSW and Qualcomm are consulting other regulators regarding the merger. The Merger shall not have been consummated on or before April 23, 2022. The transaction is expected to close in 2022. As of February 4, 2022, transaction is expected to be completed in April 2022. As of March 24, 2022, the transaction is expected to close on April 1, 2022.
Morgan Stanley & Co., with a fee of $28.1 million and Rothschild & Co US, with a fee of $28.2 million acted as a financial advisors and fairness opinion providers and Stephen F. Arcano, Jose A. Esteves, Berit R. Freeman, Dohyun Kim, Steven J. Matays, Kenneth B. Schwartz, Yan Shurin, Stephanie L. Teicher, Yossi Vebman, B. Chase Wink and Michael J. Zeidel of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to Veoneer. George R. Bason, Jr. and William H. Aaronson of Davis Polk & Wardwell LLP acted as legal advisors to SSW Partners. Roschier acted as legal advisor to Veoneer. Georgeson LLC acted as the information agent to Veoneer and will receive a fee of $25,000 for its services. John Taladay, Catriona Hatton, Stacy Turner, David Cardwell, Taylor Owings, Paul Lugard, Michael Bodosky, David Strain, David Archer of Eric Wieder of Baker Botts L.L.P acted as legal advisor to SSW Partners LP.
SSW Partners completed the acquisition of Veoneer, Inc. (NYSE:VNE) on April 1, 2022.