Veoneer Announces Upsizing and Pricing of Concurrent Common Stock and Convertible Senior Notes Offerings

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.