Admission to Trading of the Swedish Depository Receipts in Veoneer, Inc
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ADMISSION TO TRADING OF THE SWEDISH DEPOSITORY RECEIPTS IN VEONEER, INC. ON NASDAQ STOCKHOLM IMPORTANT INFORMATION This prospectus (this “document”) has been prepared following a resolution of the board of directors in Autoliv, Inc. (“Autoliv”) to distribute to Autoliv’s stockholders the common stock in Veoneer, Inc. (“Veoneer”) and the application for listing of Swedish Depository Receipts (“Veoneer SDRs”) representing such common stock on Nasdaq Stockholm. References to “Veoneer,” “we,” “us,” or “the Company” refer to the combined entities, assets and liabilities that constitute the Electronics business of Autoliv, subject to certain exceptions. References to “Autoliv” refer to Autoliv and its consolidated subsidiaries, which prior to the distribution, but not after such date, includes the business and operations of Veoneer. The figures included in this document have, in certain cases, been rounded off and, consequently, the tables contained in this document do not necessarily add up. All financial amounts are in U.S. dollars (“USD”), unless indicated otherwise, and “MUSD” indicates millions of USD. The combined historical financial statements of Veoneer included in this document reflects the Company’s historical financial position, results of operations and cash flows, in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Refer to Note 1, Basis of Presentation and Note 2, Summary of Significant Accounting Policies, to the Combined Historical Financial Statements included herein for additional information. Except as expressly stated herein, no financial information in this document has been audited or reviewed by the Company’s auditor. Financial information relating to the Company in this document that is not part of the information audited or reviewed by the Company’s auditor as outlined herein originates from the Company’s internal accounting and reporting systems. This document contains statements that are not historical facts but rather forward-looking statements, see “Special Note About Forward-Looking Statements”. This document is governed by Swedish law. The courts of Sweden have exclusive jurisdiction to settle any conflict or dispute arising out of or in connection with this document. This document has been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the “SFSA”) in accordance with Chapter 2, Sections 25 and 26 of the Swedish Financial Instruments Trading Act (1991:1980) (Sw. lagen (1991:980) om handel med finansiella instrument). Approval and registration by the SFSA do not imply that the SFSA guarantees that the information provided in this document is correct or complete. Pursuant to an exemption from the SFSA in relation to language requirements, this document has only been prepared in English. However, a Swedish summary is available, please see “Summary in Swedish/ Sammanfattning”. This document has been prepared for the purpose of Veoneer’s application of admission to trading of the SDRs representing common stock of Veoneer on Nasdaq Stockholm and does not contain any offer to subscribe for, or in any other way acquire shares or other financial instruments in Veoneer, neither in Sweden nor in any other jurisdiction. This document and documents related thereto may not be distributed to or into Canada, Australia, Japan or any other jurisdiction where such distribution would require additional prospectuses, registration or measures in addition to those required by Swedish law or otherwise would be in conflict with applicable regulations in such countries or in such jurisdictions. Recipients of this document are required to inform themselves about, and comply with, such restrictions. Any failure to comply with the restrictions described may result in violation of applicable securities regulations. Investing in Veoneer SDRs is associated with risk (see “Risk factors”). When an investor makes an investment decision, he, she or it must rely on his, her or its own analysis of Veoneer, including applicable facts and risks. Investors may only rely on the information in this document and any possible supplements to this document. No person is authorised to provide any information or make any statements other than those made in this document. Should such information or statement nevertheless be provided or be made available it should not be considered to have been approved by Veoneer, and Veoneer is not responsible for such information or statements. Neither the publication of this document nor any transaction made in respect of it shall be deemed to imply that the information in this document is accurate or applicable at any time other than the date of this document or that there have been no changes in Veoneer’s business since this date. If significant changes relating to the information contained in this document occur, such changes will be announced in accordance with the provisions on prospectus supplements under the Swedish Financial Instruments Trading Act. In connection with the distribution of the shares in Veoneer and the application for listing of those shares on the New York Stock Exchange in the U.S. (the “NYSE”), Veoneer has filed certain materials with the U.S. Securities and Exchange Commission (the “SEC”), including, among other materials, a Registration Statement on Form 10 first submitted on April 26, 2018 (as amended on May 21 and on June 4, 2018, the “Registration Statement”). The Registration Statement is prepared and filed with the SEC due to U.S. requirements and Swedish investors and Autoliv SDR holders are urged to read this document that is approved by the SFSA and any supplement thereto. This document is not intended to be, and is not, a substitute for such documents filed with the SEC or for any other document that Veoneer may file with the SEC or any other competent authority in connection with the distribution of the shares in Veoneer and the listing of those shares on NYSE. Such documents are or upon publication will be available free of charge through the EDGAR filing system on the website maintained by the SEC, www..sec.gov. Any materials filed by Veoneer with the SFSA, the SEC or any other competent authority that are required to be mailed to stockholders of Veoneer or Autoliv will be mailed to such stockholders. A copy of this document will be available free of charge at the SFSA’s website, www..fi.se, and on Veoneer’s website, www..veoneer.com. TABLE OF CONTENTS SUMMARY IN SWEDISH/ SAMMANFATTNING ........................................... W-2 SUMMARY ............................................................................ W-20 RISK FACTORS ....................................................................... W-37 REGISTRATION STATEMENT .......................................................... W-61 SUMMARY ........................................................................ 1 RISK FACTORS .................................................................... 22 SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS ........................... 23 THE SPIN-OFF ..................................................................... 24 TRADING MARKET ................................................................ 30 CAPITALIZATION .................................................................. 32 SELECTED HISTORICAL COMBINED FINANCIAL DATA ............................... 33 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS .......... 34 BUSINESS ......................................................................... 35 PROPERTIES ....................................................................... 61 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ........................................................ 64 MANAGEMENT .................................................................... 94 EXECUTIVE AND DIRECTOR COMPENSATION DISCUSSION AND ANALYSIS ............ 103 CERTAIN RELATIONSHIPS AND RELATED PERSONS TRANSACTIONS .................. 136 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ....... 142 DESCRIPTION OF CAPITAL STOCK .................................................. 145 SWEDISH DEPOSITORY RECEIPTS ................................................... 151 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES ............................. 156 MATERIAL SWEDISH INCOME TAX CONSEQUENCES ................................. 161 CERTAIN INFORMATION REQUIRED BY SWEDISH LAW ............................... 165 WHERE YOU CAN FIND MORE INFORMATION ........................................ 167 INDEX TO FINANCIAL STATEMENTS ................................................ F-1 ADDITIONAL INFORMATION .......................................................... A-1 Responsibility Statement .............................................................. A-1 Board of Directors ................................................................... A-1 Corporate Governance ................................................................ A-1 Financial Targets .................................................................... A-2 Significant changes since March 31, 2018 ................................................. A-2 Documents available for inspection ...................................................... A-3 Certificate of Incorporation and Bylaws .................................................. A-3 General Terms and Conditions for Veoneer SDRs .......................................... A-17 ADDRESSES ..........................................................................