|12 Months Ended|
Sep. 26, 2021
|Subsequent Events [Abstract]|
Note 12. Subsequent Events
In October 2021, we and SSW Partners, a New York-based investment partnership, entered into a definitive agreement (the Merger Agreement) to acquire Veoneer, Inc. (Veoneer) for $37.00 per share in cash, which values the estimated total cash consideration to be paid to Veoneer’s shareholders, inclusive of amounts expected to be paid at closing for Veoneer’s outstanding equity awards and convertible senior notes due 2024, at approximately $4.5 billion. At closing, SSW Partners will acquire all of the outstanding capital stock of Veoneer, shortly after which it will sell Veoneer’s Arriver business to Qualcomm and retain Veoneer’s Tier-1 automotive supplier businesses. Following close of the Arriver business sale, we intend to incorporate Arriver’s computer vision, drive policy and driver assistance technologies into our Snapdragon automotive platform to deliver an open and competitive ADAS (advanced driver assistance systems) platform for automakers and Tier-1 automotive suppliers. The acquisition is subject to a number of conditions, including receipt of United States and other regulatory approvals and the approval of Veoneer’s shareholders, and is not required to be completed by Qualcomm and SSW Partners prior to April 4, 2022. Subject to the satisfaction of these conditions, the acquisition is expected to close in 2022.
We will fund substantially all of the cash consideration that SSW Partners will pay to Veoneer’s shareholders in exchange for (i) our right to acquire, and SSW Partners’ obligation to sell to us, Veoneer’s Arriver business and (ii) our right to receive a portion of the proceeds upon the sale of Veoneer’s Tier-1 automotive supplier businesses by SSW Partners. In addition, we will provide a loan facility (or guarantee amounts provided by a third party) that provides financing to Veoneer to support the Arriver business, to the extent requested by Veoneer in the event that the acquisition has not closed, for the quarter commencing April 1, 2022 and each of the two subsequent quarters, of $120 million per quarter (up to $360 million in the aggregate), which amounts may be forgiven in certain circumstances in which the Merger Agreement is terminated. An additional $120 million for the first quarter of calendar 2023 may be provided under the loan facility if the final outside date, as defined in the Merger Agreement is extended to April 4, 2023.
In accordance with the Merger Agreement, we paid to Magna International Inc. (Magna) a termination fee of $110 million in October 2021 on behalf of Veoneer in connection with the termination of the previously announced agreement and plan of merger, dated as of July 22, 2021, by and among Magna and Veoneer.
The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
Reference 1: http://www.xbrl.org/2003/role/disclosureRef