Item 2.01. Completion of Acquisition or Disposition of Assets.
The description contained under the Introductory Note above is hereby
incorporated by reference in its entirety into this Item 2.01.
The description of the effects of the Merger Agreement and the transactions
contemplated by the Merger Agreement do not purport to be complete and are
subject to, and qualified in their entirety by reference to, the full text of
the Merger Agreement, which was filed as Exhibit 2.1 to the Company's Form 8-K,
filed with the Securities and Exchange Commission on October 4, 2021, and which
is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth under the Introductory Note of this Current Report on
Form 8-K is incorporated by reference in this Item 3.01.
On April 1, 2022, in connection with the completion of the Merger, Veoneer
notified the New York Stock Exchange (the"NYSE") of the consummation of the
Merger and requested that the NYSE delist the Common Stock and file with the SEC
a notification of removal from listing on Form 25 to report that the Common
Stock will no longer be listed on the NYSE. Trading of the Common Stock on the
NYSE was suspended prior to the opening of trading on April 1, 2022.
Veoneer intends to file with the SEC a certification on Form15 under the
Securities Exchange Act of 1934 ("Exchange Act"), requesting the termination of
Veoneer's Section 12 registration and reporting obligations under Section 13 of
the Exchange Act and the suspension of Veoneer's reporting obligations under
Section 15(d)of the Exchange Act, in each case with respect to the Common Stock.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under the Introductory Note of this Current Report on
Form 8-K is incorporated by reference in this Item 3.03.
In connection with the Merger and at the Effective Time, holders of the Common
Stock immediately prior to such time ceased to have any rights as stockholders
of Veoneer (other than their right to receive Merger Consideration pursuant to
the terms of the Merger Agreement). Holders of Veoneer's Swedish Depository
Receipts ("SDRs") will be treated in accordance with the General Terms and
Conditions for the SDRs.
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Item 5.01. Changes in Control of Registrant.
The information set forth under the Introductory Note of this Current Report on
Form 8-K is incorporated by reference in this Item 5.01.
In connection with the Merger and at the Effective Time, a change in control of
Veoneer occurred and Merger Sub has been merged with and into Veoneer, with
Veoneer continuing as the surviving corporation and as a wholly owned subsidiary
of SSW.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective as of the Effective Time, each member of the board of directors of
Veoneer immediately prior to the Effective Time ceased to be a director of
Veoneer pursuant to the terms of the Merger Agreement. The members of the board
of directors of Veoneer immediately prior to the Effective Time were Jan
Carlson, Robert W. Alspaugh, Mark Durcan, James M. Ringler, Kazuhiko Sakamoto,
Jonas Synnergren and Wolfgang Ziebart.
The board of directors of the surviving corporation effective as of, and
immediately following, the Effective Time, will consist of the members of the
board of directors of Merger Sub immediately prior to the Effective Time, each
to hold office in accordance with the certificate of incorporation and bylaws of
the surviving corporation until their respective successors shall have been duly
elected, designated and qualified, or until their earlier death, resignation or
removal in accordance with the certificate of incorporation and bylaws of the
surviving corporation. From and after the Effective Time, except as noted below,
the officers of the Company at the Effective Time will be the officers of the
surviving corporation, until their respective successors are duly elected or
appointed and qualified in accordance with applicable law.
On April 1, 2022, Jan Carlson submitted his resignation as Chief Executive
Officer of the Company and Lars Sjobring submitted his resignation as Executive
Vice President Legal Affairs, General Counsel and Secretary of the Company,
effective immediately, in each case under circumstances entitling the executive
to severance under their respective severance and change in control agreements
with the Company.
Effective as of April 1, 2022 and contingent upon the consummation of the
Merger, Jacob Svanberg and Veoneer HoldCo, LLC ("HoldCo") entered into an
employment agreement, pursuant to which Mr. Svanberg will serve as Chief
Executive Officer of Veoneer, Inc. and HoldCo (the "Employment Agreement"). Mr.
Svanberg joined the Company in 2018 and has served as the Senior Vice President
Product Area LiDAR since March 2021. He previously served as the Vice President,
LiDAR Product Line from December 2020 to March 2021, as well as the Director of
Corporate Development at Veoneer. Prior to joining Veoneer, Mr. Svanberg has had
roles within Automotive Strategy and M&A, including Investment Banking at Morgan
Stanley (mainly focused on Automotive/Auto-tech). The Employment Agreement
provides for Mr. Svanberg to receive a base salary at the rate of SEK 6,300,000
per year and a target annual bonus opportunity of 45% of his base salary, based
upon the achievement of performance goals established from year to year by the
compensation committee of the board of directors of HoldCo.
Mr. Svanberg's Employment Agreement may be terminated by HoldCo at any time with
or without cause or by Mr. Svanberg with or without good reason (as such terms
are defined in the Employment Agreement), subject to a mutual six-month notice
requirement. If Mr. Svanberg's employment is terminated by HoldCo other than for
cause or if he resigns for good reason, then, in addition to receiving salary
and benefits during the requisite notice period, he will be entitled to a lump
sum severance payment equal to one and one-half times his then-current base
salary.
The Employment Agreement prohibits Mr. Svanberg from competing with HoldCo for a
period of twelve (12) months after termination unless (i) HoldCo terminates Mr.
Svanberg's employment for any reason other than for cause or (ii) Mr. Svanberg
resigns for good reason. In consideration for such noncompetition covenant,
HoldCo is obligated to make up to twelve (12) monthly payments equal to the
difference between the executive's monthly gross salary as of the date of his
employment termination and any lower salary earned by the executive in any new
employment, if any. The aggregate monthly payments are limited to a maximum of
sixty percent (60%) of the gross salary earned as of the date of his employment
termination, and HoldCo will cease making payments once such aggregate amount
has been reached.
In addition, effective as of April 1, 2022 and contingent upon the consummation
of the Merger, Mr. Svanberg received a retention grant from SSW, pursuant to
which he may earn a retention bonus of SEK 13,702,500 payable within 120 days
following a qualifying sale by SSW of the business lines for which he works,
based on continued employment on the payment date.
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Effective as of April 1, 2022 and contingent upon the consummation of the
Merger, each of Messrs. Ray Pekar, Robert Bisciotti and Steven Rodé received
retention grants from SSW. Pursuant to his retention grant, Mr. Pekar may earn a
retention bonus of $904,800, payable within 120 days following a qualifying sale
by SSW of both the Active Safety and Restraint Control Systems business lines,
based on continued employment on the payment date, and will have the opportunity
to receive an additional discretionary bonus of up to $1,200,000 based on
contributions to the sale process and achievement of certain business goals.
Pursuant to his retention grant, Mr. Bisciotti may earn a retention bonus of
$1,035,518, payable within 120 days following a qualifying sale by SSW of the
business line for which he works based on continued employment on the payment
date, and will have the opportunity to receive an additional discretionary bonus
of up to $1,000,000 based on contributions to the sale process and achievement
of certain business goals. Pursuant to his retention grant, Mr. Rodé was granted
a retention bonus of $977,910, payable within 120 days following a qualifying
sale by SSW of the Restraint Control Systems business line based on continued
employment on the payment date. In the event of Mr. Rodé's qualifying retirement
prior to the consummation of a qualifying sale, but at least 45 days after
entering into signed agreements for such a qualifying sale, the retention amount
will instead be $488,955.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Effective Time, Veoneer's Restated Certificate of Incorporation and
Bylaws were amended and restated in their entirety to be the certificate of
incorporation and bylaws of Merger Sub as in effect immediately prior to the
Effective Time, and are filed herewith as Exhibits 3.1 and 3.2, respectively, to
this Form 8-K and are incorporated by reference herein.
Item 8.01. Other Events.
On April 1, 2022, Veoneer issued a press release announcing the completion of
the acquisition. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated by reference herein.
As the Merger has now closed, Veoneer will no longer hold its 2022 Annual
Meeting of Stockholders, which had been scheduled to be held virtually via
Webcast on June 2, 2022.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of October 4, 2021, among
Veoneer, Inc., QUALCOMM Incorporated, SSW HoldCo LP and SSW Merger Sub
Corp (incorporated by reference to Exhibit 2.1 to Veoneer's Current
Report on Form 8-K filed with the SEC on October 4, 2021).
3.1 Amended and Restated Certificate of Incorporation of Veoneer.
3.2 Amended and Restated Bylaws of Veoneer.
99.1 Press release of Veoneer announcing completion of the Merger, dated
April 1, 2022.
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