STOCKHOLM, May 23, 2019 /PRNewswire/ -- Veoneer, Inc.
(NYSE: VNE and SSE: VNE SDB), a pure-play company focused on
Advanced Driver Assistance Systems (ADAS) and Automated Driving
(AD), announced today the pricing of its concurrent underwritten
public offerings of 24 million shares of common stock at a public
offering price of $17.50 per share
and $180 million aggregate principal
amount of its 4.00% convertible senior notes due 2024.
The offerings are expected to result in combined gross proceeds
of $600 million, or $690 million if the overallotment options
discussed below are exercised in full. This includes (i) expected
gross proceeds of $420 million from
the common stock offering, or $483
million if the underwriters exercise their overallotment
option in full, reflecting an increase from the initially announced
offering size for the common stock offering of $350 million (with an initially announced
overallotment option size of $52.5
million) and (ii) expected gross proceeds of $180 million from the convertible notes offering,
or $207 million if the underwriters
exercise their overallotment option in full, reflecting an increase
from the initially announced offering size for the convertible
notes offering of $150 million (with
an initially announced overallotment option size of $22.5 million).
The offerings are expected to close on May 28, 2019, subject to customary closing
conditions. Neither offering is contingent on the
completion of the other offering.
Veoneer has granted the underwriters of the common stock
offering a 30-day option to purchase up to an additional 3.6
million shares of common stock and has granted the underwriters of
the notes offering a 30-day option to purchase up to an additional
$27 million aggregate principal
amount of notes. Each of these options is exercisable solely to
cover over-allotments, if any.
Morgan Stanley is acting as lead book-running manager for the
common stock offering and the notes offering, and Nordea and SEB
are acting as joint bookrunners for each offering.
The conversion rate of the notes will initially be 44.8179
shares of common stock per $1,000
principal amount of notes, equivalent to an initial conversion
price of approximately $22.3125 per
share of common stock.
The notes will be senior, unsecured obligations of Veoneer, and
will bear interest at a fixed rate of 4.00% per year, payable
semi-annually in arrears. Veoneer may redeem the notes at par, in
whole or in part, at any time on or after June 1, 2022 if the price of Veoneer's common
stock is at least 130% of the conversion price for the notes for a
specified measurement period. The notes will mature on June 1, 2024 unless earlier repurchased, redeemed
or converted. Prior to March 1, 2024,
the notes will be convertible at the option of holders during
certain periods, upon satisfaction of certain conditions.
Thereafter, the notes will be convertible at the option of holders
at any time until the close of business on the second scheduled
trading day immediately preceding the maturity date. Veoneer will
settle conversions of the notes by paying or delivering, as the
case may be, cash, shares of its common stock, or a combination of
cash and shares of its common stock, at its election.
A limited portion of the common stock offered in the common
stock offering will be delivered to a depositary which will then
issue Swedish Depository Receipts, or SDRs, with each SDR
representing one share of our common stock. During the offering
process and for a certain period thereafter, the ability of holders
of common stock to convert their common stock into SDRs has been
temporarily suspended. The suspension went into effect as of
May 20, 2019. Following the
completion of the offering, the Company intends to register a
prospectus with the Swedish Financial Supervisory Authority
(Sw.Finansinspektionen) (SFSA) and lift the suspension.
While this is expected to occur in mid to late June, delays may
occur. The Company will cover the deposit fee charged by SEB, but
no other fees, for conversion of common stock into SDRs for the 30
day period following the publication of the Swedish prospectus.
Veoneer intends to use the net proceeds from the common stock
offering and concurrent convertible notes offering for working
capital and other general corporate purposes.
Each offering is being made only by means of a prospectus.
Copies of the prospectus related to each offering, when available,
may be obtained from Morgan Stanley & Co. LLC, 180 Varick
Street, 2nd Floor, New York, NY
10014, Attention: Prospectus Department.
Registration statements relating to these securities have been
filed with and declared effective by the U.S. Securities and
Exchange Commission. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of, these securities in any state or jurisdiction
in which such offer, sale or solicitation would be unlawful prior
to registration or qualification under the securities laws of any
such state or jurisdiction.
This information is information that Veoneer, Inc. is obliged to
make public pursuant to the EU Market Abuse Regulation. The
information was submitted for publication, through the agency of
the VP Investor Relations set out below, at 3:30 am CET on May 23,
2019.
For more information:
Media:
Thomas Jönsson, GVP Communications &
IR, tel +46 (0)8 527 762 27
Investors & analysts:
Thomas Jönsson,
Communications & IR, tel +46 (0)8 527 762 27
Ray Pekar, Investor Relations, tel
+1 (248) 794-4537
Veoneer designs and manufactures products
and solutions for active safety, autonomous driving, occupant
protection and brake control.
Safe Harbor Statement - This release
contains statements that are not historical facts but rather
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements include statements regarding the consummation of the
proposed offerings. All forward-looking statements are based upon
Veoneer's current expectations, various assumptions and/or data
available from third parties. Veoneer's expectations and
assumptions are expressed in good faith and Veoneer believes there
is a reasonable basis for them. However, there can be no assurance
that such forward-looking statements will materialize or prove to
be correct as forward-looking statements are inherently subject to
known and unknown risks, uncertainties and other factors which may
cause actual results to turn out to be materially different than
Veoneer's expectations. Numerous risks, uncertainties and other
factors may cause actual results to differ materially from those
set out in the forward-looking statements, including general
economic conditions and fluctuations in the global automotive
market. Additional risks and uncertainties that could cause the
forward-looking statements in this press release to materially
differ from actual results are included under the caption "Risk
Factors" in Veoneer's Annual Report on Form 10-K for the year ended
December 31, 2018, as supplemented by
Veoneer's Quarterly Report on Form 10-Q for the three months ended
March 31, 2019, both of which are
available on the SEC website at www.sec.gov. Risks to purchasers of
the common stock and the notes are described under the caption
"Risk Factors" in the prospectus relating to the applicable
offering. For any forward-looking statements contained in this or
any other document, Veoneer claims the protection of the safe
harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and Veoneer assumes no
obligation to update publicly or revise any forward-looking
statements in light of new information or future events, except as
required by law.
This announcement is not an offer of securities or a
solicitation of an offer to buy securities in any jurisdiction
where such offer or solicitation would be unlawful. No action has
been taken that would permit an offering of the securities or
possession or distribution of this announcement in any jurisdiction
where action for that purpose is required. Persons into whose
possession this announcement comes are required to inform
themselves about and to observe any such restrictions. Any failure
to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
In member states of the European Economic Area, including
Sweden, no securities are offered
to the public and this announcement and any offer made is directed
exclusively at qualified investors as defined under the EU
Prospectus Directive.
In order to facilitate the offering of the common stock, the
underwriters may engage in transactions that stabilize, maintain or
otherwise affect the price of the common stock. Specifically, the
underwriters may sell more shares than they are obligated to
purchase under the underwriting agreement, creating a short
position. A short sale is covered if the short position is no
greater than the number of shares available for purchase by the
underwriters under the over-allotment option. The underwriters can
close out a covered short sale by exercising the over-allotment
option or purchasing shares in the open market. In determining the
source of shares to close out a covered short sale, the
underwriters will consider, among other things, the open market
price of shares compared to the price available under the
over-allotment option. The underwriters may also sell shares in
excess of the over-allotment option, creating a naked short
position. The underwriters must close out any naked short position
by purchasing shares in the open market. A naked short position is
more likely to be created if the underwriters are concerned that
there may be downward pressure on the price of the common stock in
the open market after pricing that could adversely affect investors
who purchase in this offering. As an additional means of
facilitating this offering, the underwriters may bid for, and
purchase, shares of common stock in the open market to stabilize
the price of the common stock. These activities may raise or
maintain the market price of the common stock above independent
market levels or prevent or retard a decline in the market price of
the common stock. Moreover, as a portion of the shares of common
stock offered in the offering may be delivered in the form of SDRs,
any of these activities may also be undertaken in the SDRs. The
underwriters are not required to engage in these activities and may
end any of these activities at any time. These activities may be
effected on any securities market, over-the-counter market, stock
exchange or otherwise, including on the New York Stock Exchange and
(in respect of SDRs) Nasdaq Stockholm, and may be undertaken at any
time during the period in which the over-allotment option may be
exercised. Morgan Stanley & Co. LLC may undertake, on behalf of
the underwriters, certain of these activities by or through its
agents or affiliates, including Morgan Stanley & Co.
International plc.
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