Industria
Autoliv Board Approves Completion of Spin-off
.
The Autoliv board set the distribution ratio and record and distribution date for spin-off of Veoneer, Inc. The spin-off is on track to be completed on June 29, 2018 , with trading in Veoneer to begin on July 2, 2018 . The distribution date for Veoneer stock will be June 29, 2018 , and Veoneer will begin "regular way" trading on the New York Stock Exchange under the symbol "VNE" and on Nasdaq Stockholm under the symbol "VNE SDB" on July 2, 2018 . Autoliv will continue to trade on the New York Stock Exchange under the ticker "ALV" and on Nasdaq Stockholm under the symbol "ALIV SDB".
The Autoliv board today further announced that Mary Cummings , Mark Durcan and Jonas Synnergren are expected to join Veoneer's board following completion of the spin-off. Dr. Cummings is a professor at the Duke University Pratt School of Engineering, the Duke Institute of Brain Sciences, and is the director of the Humans and Autonomy Laboratory and Duke Robotic. Mr. Durcan is the former Chief Executive Officer of Micron Technology. Mr. Synnergren is a partner at Cevian Capital and head of Cevian's Swedish office.
The board approval of the spin-off and decision of the timing for the start of trading for Veoneer are key milestones in the project and we look forward to launching Veoneer as a trusted expert partner to the mobility industry and see a focused Autoliv thrive as the worldwide leader in passive safety. I would further like to welcome the new members to the Veoneer board of directors. They each bring unique competencies that will support Veoneer's value creation in the years to come," said Jan Carlson , Chairman, President and CEO of Autoliv.
The Autoliv board has approved a pro rata distribution of all the stock of Veoneer to Autoliv stockholders in a 1 to 1 ratio. In the distribution, Autoliv stockholders (including holders of shares represented by Swedish Depository Receipts (SDRs)) will receive one share of Veoneer common stock for each share of Autoliv common stock held as of their respective record dates outlined below. Veoneer will not issue fractional shares of its common stock in the distribution.
If you sell shares of Autoliv common stock in the "regular way" market, you will also be selling the right to receive the shares of Veoneer common stock in the distribution. However, if you sell shares of Autoliv common stock in the "ex-distribution" market, you will still receive the shares of Veoneer common stock in the distribution.
As previously announced, Robert W. Alspaugh and Wolfgang Ziebart , current members of the Autoliv board and members of the audit committee of Autoliv, will resign from the Autoliv board to serve on the Veoneer board following completion of the spin-off. The Autoliv board announced today that Ted Senko will serve as chairman of the audit committee upon the resignation of Mr. Alspaugh, and that Hasse Johansson will join the audit committee upon the resignation of Mr. Ziebart.
In connection with the spin-off and to support its intended cash injection into Veoneer, Autoliv has entered into a US$800,000,000 bridge facility agreement with J.P. Morgan Securities PLC and SEB. The facility has a six-month maturity, which, subject to the banks' approval, can be extended for an additional six months. The coordinators and bookrunners are J.P. Morgan Securities PLC and SEB and the facility agent is SEB.
Also today, in order to facilitate the consent with regard to the spin-off from the holders of a majority of its outstanding long term debt securities issued by its subsidiary Autoliv ASP, the Board approved certain amendments to the agreements governing these securities. For additional details see Autoliv's Form 8-K to be filed with the SEC on May 24, 2018 .
Autoliv expects to mail the information statement to all stockholders (including holders of shares represented by Autoliv SDRs) entitled to receive the distribution of shares of Veoneer common stock. The information statement is an exhibit to Veoneer's registration statement on Form 10 that has been filed with the U.S. Securities and Exchange Commission (SEC) that provides information about Veoneer and its business, including the risks of owning Veoneer common stock, and other details regarding the spin-off. In addition, a Swedish prospectus, which is prepared for the purpose of admitting the Veoneer SDRs to trading on Nasdaq Stockholm, will also be made public prior to the spin-off.
The distribution remains subject to satisfaction of certain customary conditions, as described in the preliminary information statement filed as an exhibit to the Form 10, including the SEC having declared effective the Form 10 and the Swedish Financial Supervisory Authority approving the Swedish prospectus.
Following the spin-off, Autoliv will report its Electronics' business as discontinued operations for the second quarter of 2018 and still intends to publish its second quarter results on July 27, 2018 .
Veoneer intends to publish an earnings release for the second quarter on or around July 27, 2018 .
This information is information that Autoliv, 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 of Investor Relations set out below, at 17.00 CET on May 24, 2018 .
Media: Thomas Jönsson, Corporate Communications. Tel +46-(0)-8-587-206-27
Investors & Analysts, Anders Trapp , Investor Relations, Tel +46-(0)-8-587-206-71
This information was brought to you by Cision http://news.cision.com
http://news.cision.com/autoliv/r/autoliv-board-approves-completion-of-spin-off,c2530544
The following files are available for download: