Magna International Inc 6-K, filed Dec 20, 2022
Magna International Inc (MGA)
About this 6-K
Magna International Inc filed this 6-K on December 20, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934
For the month of December 2022
Commission File Number: 001-11444
MAGNA INTERNATIONAL INC.
(Exact Name of Registrant as specified in its Charter)
337 Magna Drive, Aurora, Ontario, CANADA L4G 7K1
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ ] Form 40-F [ X ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
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, thereunto duly authorized.
| MAGNA INTERNATIONAL INC. | ||
| (Registrant) | ||
| Date: December 20, 2022 | By: /s/ "Bassem Shakeel" | |
| Bassem A. Shakeel, | ||
| Vice-President and Corporate Secretary | ||
EXHIBITS
EXHIBIT 99
 |
PRESS RELEASE |
Magna to Acquire Veoneer Active Safety Business
- Transaction aligned with Magna's Go-Forward strategy of accelerating investments in high-growth areas
- Combined pro forma ADAS sales projected to be approximately $3 billion in 2024
- Broadens Magna's ADAS portfolio with complementary products, customers, geographies, engineering and software resources
- No significant change in leverage profile and continued ample financial flexibility
AURORA, Ontario, Dec. 20, 2022 (GLOBE NEWSWIRE) -- Magna International Inc. (TSX: MG; NYSE: MGA) today announced it has entered into an agreement to acquire the Veoneer Active Safety business from SSW Partners for $1.525 billion in cash, subject to working capital and other customary purchase price adjustments. The combined business is projected to generate approximately $3 billion in sales in 2024, positioning Magna's ADAS business as a global leader.
The acquisition builds on Magna's Advanced Driver Assistance Systems ("ADAS") strengths and positions the combined business with extensive products and capabilities to provide customers with a full suite of ADAS solutions.
The acquisition adds significant engineering resources and expands Magna's ADAS customer base and geographic diversification.
 |
Magna acquisition
of Veoneer Active Safety
positions Magna as a leading global ADAS supplier.
''This acquisition is consistent with our Go-Forward strategy to accelerate investment in high-growth areas, strengthens our ability to deliver systems solutions to meet customer needs, and positions Magna as a leading full-service ADAS provider,'' said Magna CEO Swamy Kotagiri. ''We plan to accelerate innovation by building on both organizations' strengths, including customers, suppliers, technology partners and employees. I am excited to welcome Veoneer Active Safety’s talented employees into our global Magna family.''
TRANSACTION OVERVIEW
- Broadens Magna's ADAS sensor and full systems capabilities, including radar, camera, ADAS ECU and driver monitoring.
- Adds 2,200 engineers, including 1,800 for systems, software and sensor development.
- Veoneer Active Safety sales are projected to be approximately $1.1 billion in 2022 and growing to approximately $1.9 billion in 2024.
- Combined with Magna Electronics, the business is projected to have pro forma ADAS sales of approximately $1.8 billion in 2022, approximately $3 billion in 2024, and is expected to generate higher ADAS content per vehicle opportunities.
- Magna expects to maintain a strong balance sheet with an adjusted debt to adjusted EBITDA ratio modestly above Magna's 1.0 to 1.5 target range by the end of 2023, with continued ample financial flexibility.
- Cash purchase price of $1.525 billion, subject to working capital and other customary purchase price adjustments.
- Transaction expected to close near mid-year 2023, subject to certain regulatory approvals and other customary
closing conditions.
Citi and Sidley Austin LLP serve as financial advisors and legal counsel to Magna, respectively.
TRANSACTION CONFERENCE CALL
Magna will hold a conference call for interested analysts and
Magna shareholders to review the acquisition today at 8:00 a.m. ET. The number to use for this call is 1-800-918-9481. The number
for overseas callers is 1-416-981-0157. Please call in 10 minutes prior to the call. Magna will also webcast the conference call at www.magna.com.
A slide presentation accompanying the conference call will be available on www.magna.com prior to the call.
For anyone unable to listen to the scheduled call, the rebroadcast numbers are: North America 1-800-558-5253 and overseas 1-416-626-4100 (reservation number is 22024167) and will be available until December 27, 2022.
TAGS
ADAS, SSW Partners, Active Safety, Acquisition, Veoneer
INVESTOR CONTACT
Louis Tonelli, Vice-President, Investor Relations
louis.tonelli@magna.com, 905.726.7035
MEDIA CONTACT
Tracy Fuerst, Vice President, Corporate Communications & PR
tracy.fuerst@magna.com,
248.761.7004
ABOUT MAGNA
Magna is more than one of the world's largest suppliers in the automotive space. We are a mobility
technology company with a global, entrepreneurial-minded team of 170,0001 employees and an organizational structure designed
to innovate like a startup. With 65+ years of expertise, and a systems approach to design, engineering and manufacturing that touches
nearly every aspect of the vehicle, we are positioned to support advancing mobility in a transforming industry. Our global network includes
345 manufacturing operations and 90 product development, engineering and sales centres spanning 28 countries.
For further information about Magna (NYSE:MGA; TSX:MG), please visit www.magna.com.
MAGNA FORWARD-LOOKING STATEMENTS
Certain statements in this press release constitute "forward-looking information"
or "forward-looking statements" (collectively, "forward-looking statements"). Any such forward-looking statements are intended to provide
information about management's current expectations and plans and may not be appropriate for other purposes. Forward-looking statements
may include financial and other projections, as well as statements regarding our future plans, strategic objectives or economic performance,
or the assumptions underlying any of the foregoing, and other statements that are not recitations of historical fact. We use words such
as "may", "would", "could", "should", "will", "likely", "expect", "anticipate", "believe", "intend", "plan", "aim", "forecast", "outlook",
"project", "estimate", "target" and similar expressions suggesting future outcomes or events to identify forward-looking statements. The
following table identifies the material forward-looking statements contained in this document, together with the material potential risks
that we currently believe could cause actual results to differ materially from such forward-looking statements. Readers should also consider
all of the risk factors which follow below the table:
| Material Forward-Looking Statement | Material Potential Risks Related to Applicable Forward-Looking Statement |
| Strategic
benefits of the transaction, including market positioning in complete ADAS system |
|
| Financial impact of transaction, including Sales diversification, sales growth, content per vehicle opportunities, and expected synergies |
|
| Leverage ratio |
|
| Engineering
& software resources and expertise |
|
Forward-looking statements are based on information currently available to us and are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. While we believe we have a reasonable basis for making any such forward-looking statements, they are not a guarantee of future performance or outcomes. In addition to the factors in the table above, whether actual results and developments conform to our expectations and predictions is subject to a number of risks, assumptions and uncertainties, many of which are beyond our control, and the effects of which can be difficult to predict, including, without limitation:
Risks
Related to the Automotive Industry
|
Pricing
Risks
|
In evaluating forward-looking statements or forward-looking information, we caution readers not to place undue reliance on any forward-looking statement. Additionally, readers should specifically consider the various factors which could cause actual events or results to differ materially from those indicated by such forward-looking statements, including the risks, assumptions and uncertainties above which are:
- discussed under the "Industry Trends and Risks" heading of our Management's Discussion and Analysis; and
- set out in our Annual Information Form filed with securities commissions in Canada, our annual report on Form 40-F filed with the United States Securities and Exchange Commission, and subsequent filings.
Readers should also consider discussion of our risk mitigation activities with respect to certain risk factors, which can be also found in our Annual Information Form.
1 Number of employees includes over 160,000 employees at our wholly owned or controlled entities and over 10,000 employees at certain operations accounted for under the equity method.