Magna International and Veoneer announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or HSR Act, in connection with the previously announced acquisition of Veoneer by Magna.
Under the agreement announced on 22 July, 2021, Magna will acquire all of the issued and outstanding shares of Veoneer for US$31.25 per share in cash, representing an equity value of $3.8bn, and an enterprise value of $3.3bn, inclusive of Veoneer’s cash, net of debt and other debt-like items as of 31 March, 2021.
The waiting period expired at 11:59 p.m. on 13 September, 2021 without the issuance of a so-called second request by the US Federal Trade Commission or the US Department of Justice Antitrust Division. Expiration of the waiting period under the HSR Act satisfies one of the conditions necessary for the completion of the merger.
Additionally, the companies have submitted investment screening filings in France, Germany and Italy, and have submitted draft antitrust filings (requesting reviews under applicable simplified procedures) in the European Union and China. The companies are also progressing antitrust filings in South Korea and Canada, the other two jurisdictions in which approvals are required.
A special meeting of Veoneer stockholders is scheduled to take place virtually via webcast on 19 October, 2021 and will ask stockholders to consider and vote on a proposal to adopt the Magna merger agreement. Only stockholders as of 7 September, 2021, will be entitled to attend and vote at the meeting.
The transaction, which is expected to close by the end of 2021 or in the first quarter of 2022, remains subject to the approval of those stockholders, other regulatory approvals and other customary closing conditions.