0001733186-19-000101.txt : 20190617 0001733186-19-000101.hdr.sgml : 20190617 20190617122756 ACCESSION NUMBER: 0001733186-19-000101 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190614 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190617 DATE AS OF CHANGE: 20190617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Veoneer, Inc. CENTRAL INDEX KEY: 0001733186 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 823720890 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38471 FILM NUMBER: 19900881 BUSINESS ADDRESS: STREET 1: 26545 AMERICAN DRIVE CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 248-223-0600 MAIL ADDRESS: STREET 1: 26545 AMERICAN DRIVE CITY: SOUTHFIELD STATE: MI ZIP: 48034 8-K 1 veoneer8-kvnbsseparationag.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 14, 2019

Veoneer, Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
001-38471
 
82-3720890
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
Klarabergsviadukten 70, Section C, 6th Floor SE-111 64
Box 13089, SE-10302
Stockholm, Sweden
(Address and Zip Code of principal executive offices)

+46 8 527 762 00
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, $1.00 par value
VNE
New York Stock Exchange






Item 1.01
Entry into a Material Definitive Agreement.
On June 14, 2019, Veoneer AB and and Veoneer US, Inc. (together, the “Veoneer Parties”), wholly-owned subsidiaries of Veoneer, Inc. (the “Company” or “Veoneer”), entered into a Separation Agreement relating to the Company’s Veoneer Nissin Brake Systems (VNBS) joint venture with its joint venture partner Nissin Kogyo Co., Ltd. (“Nissin”). The VNBS joint venture agreement was formed on March 7, 2016 pursuant to a joint venture agreement (the “JV Agreement”) among the Veoneer Parties, Nissin, Nissin Kogyo Holdings USA, Inc. and Zhongshan Nissin Industry Co., Ltd. The Separation Agreement reflects the terms set forth in the previously disclosed Memorandum of Understanding entered into between the parties.
The JV Agreement provides that Veoneer owns 51% of each of the entities that comprise VNBS and Nissin owns the remaining 49% of each entity. Pursuant to the Separation Agreement, the Veoneer Parties will acquire Nissin Kogyo’s 49% interest in Veoneer Nissin Brake Systems America LLC (“VNBA”), which comprises the US operations of VNBS and VNBS will transfer or license the VNBS technologies necessary to operate the VNBA business to VNBA. VNBS agreed to provide certain transitional services to VNBA pursuant to support and transition agreements entered into between the parties. Nissin also agreed to either provide guarantees for certain VNBS commercial loans, or contribute capital to VNBS, in either case corresponding to 49% of the funding the Veoneer Parties have previously unilaterally provided VNBS. Veoneer expects to receive approximately $20M as debt repayment from VNBS after such funding.
The parties agreed to customary mutual indemnification provisions and Nissin agreed to indemnify the Veoneer Parties for 49% of any and all losses relating to product warranty claims, product liability claims or recalls imposed upon or incurred by a Veoneer Party arising out of products sold prior to the closing. The Separation Agreement may be terminated by mutual written consent of the parties or in the case of a breach that would lead to the failure to satisfy a condition to closing.
The transactions contemplated by the Separation Agreement are expected to close on or around June 28, 2019. Upon closing, VNBA, including the transferred or licensed technologies, will become a wholly-owned Veoneer business. The VNBS operations and entities in Japan and China will remain part of the joint venture, with Veoneer owning 51% and Nissin Kogyo owning 49% of the joint venture.
On June 14, 2019, the parties also entered into an Amendment to the JV Agreement, to be effective June 28, 2019. The Amendment terminates all rights and obligations related to VNBA pursuant to the JV Agreement. In addition, the Veoneer Parties agreed to withdraw any notices to Nissin under the JV Agreement regarding Nissin’s funding obligations and to release Nissin from any obligations to fund VNBA in the future. The parties agreed to mutual waivers of liability relating to VNBA. Other than as specified in the Amendment, all terms and provisions of the JV Agreement will continue in full force and effect.
The foregoing summary of the Separation Agreement and the Amendment is qualified in its entirety by reference to the full text of the agreements, copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2019, and are incorporated herein by reference.
A copy of the press release announcing entry into the agreements is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01    Financial Statements and Exhibits.
(d) EXHIBITS
99.1
 
Press Release of Veoneer, Inc. dated June 17, 2019







EXHIBIT INDEX









SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VEONEER, INC.
 
 
 
By:
 
 /s/ Lars. A. Sjöbring
Name:
 
Lars A. Sjöbring
Title:
 
Executive Vice President, Legal Affairs, General Counsel and Secretary
Date: June 17, 2019



EX-99.1 2 pr-01.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1

Veoneer acquires Nissin Kogyo's interests in US VNBS operations

Stockholm, Sweden, June 17, 2019: Veoneer, Inc. (NYSE: VNE and SSE: VNE SDB), the world’s largest pure-play company focused on Advanced Driver Assistance Systems (ADAS) and Automated Driving (AD), has signed a binding agreement  with Nissin Kogyo, its joint venture partner in Veoneer Nissin Brake Systems (VNBS), providing for certain structural changes to the joint venture and reaching an agreement on the funding of VNBS.
Under the agreement Veoneer will acquire Nissin Kogyo’s interests in the US operations of VNBS, referred to as VNBA, for one US dollar, and VNBS will transfer or license the VNBS technologies necessary to operate the VNBA business to VNBA. The US operations of VNBS, including the transferred or licensed technologies, will thus become a wholly-owned Veoneer business. In return, effective upon closing, Veoneer will release Nissin Kogyo from any obligations to fund VNBA in the future and from any claims Veoneer may have had against Nissin Kogyo relating to VNBA. VNBS will also provide certain transitional services to VNBA.
The VNBS operations in Japan and China will remain a part of the joint venture, with Veoneer owning 51% and Nissin Kogyo owning 49% of the joint venture.
Under the agreement, Nissin Kogyo will either provide guarantees for certain VNBS commercial loans, or contribute capital to VNBS, in either case corresponding to 49% of the funding Veoneer has previously unilaterally provided VNBS. Veoneer expects to receive approximately $20M as debt repayment from VNBS after such funding.
The agreement between Veoneer and Nissin Kogyo resolves the funding situation previously described by Veoneer in its public filings and allows for Veoneer to continue reviewing and evaluating the development priorities and strategic options of its brake systems business.
The transaction is expected to close on or around June 28, 2019.
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 08:00 am CEST on June 17, 2019.
For more information please contact:
Media
Thomas Jönsson, EVP 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, develops and manufactures products and safety electronics hardware, software and system solutions for active safety, autonomous driving, occupant protection and brake control. Our purpose is to create trust in mobility. Veoneer is a new technology company that is building on a heritage of close to 70 years of automotive safety development. Veoneer has 9,200 employees in 13 countries with sales in 2018 of $2.2 billion. Headquartered in Stockholm, Sweden, Veoneer is listed on the New York Stock Exchange and on the Nasdaq Stockholm.






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 those that address activities, events or developments that Veoneer, Inc. or its management believes or anticipates may occur in the future, including statements related to the future funding, strategic options and operations of VNBS and VNBA. All forward-looking statements are based upon our current expectations, various assumptions and/or data available from third parties. Our expectations and assumptions are expressed in good faith and we believe 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 future results, performance or achievements to differ materially from the future results, performance or achievements expressed in or implied by such forward-looking statements. 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. For any forward-looking statements contained in this or any other document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we assume no obligation to update publicly or revise any forward-looking statements in light of new information or future events, except as required by law.