DUBLIN and ALAMEDA, Calif., Jan.
11, 2022 /PRNewswire/ -- Aptiv PLC (NYSE: APTV), a
global technology company focused on making mobility safer, greener
and more connected, today announced a definitive agreement to
acquire Wind River® from TPG Capital, the private equity platform
of global alternative asset management firm TPG, for $4.3 billion in cash.
Wind River is a global leader in delivering software for
the intelligent edge. Used on over two billion edge devices across
more than 1,700 customers globally, Wind River's software
enables the secure development, deployment, operations and
servicing of mission-critical intelligent systems. This
edge-to-cloud software portfolio spans the aerospace and defense,
telecommunications, industrial and automotive markets and is
anchored by Wind River Studio, a highly versatile, comprehensive
cloud-native intelligent systems software platform that enables
full product lifecycle management for edge-to-cloud use cases. Wind
River generated approximately $400
million in revenues in 2021.
"The automotive industry is undergoing its largest
transformation in over a century, as connected, software-defined
vehicles increasingly become critical elements of the broader
intelligent ecosystem," said Kevin
Clark, president and chief executive officer of Aptiv.
"Fully capitalizing on this opportunity requires comprehensive
solutions that enable software to be developed faster, deployed
seamlessly and optimized throughout the vehicle lifecycle by
leveraging data-driven insights. These same needs are driving the
growth of the intelligent edge across multiple end markets. With
Aptiv and Wind River's synergistic technologies and decades of
experience delivering safety-critical systems, we will accelerate
this journey to a software-defined future of the automotive
industry. In addition, we are committed to further strengthening
Wind River's competitive position in the multiple industries it
serves. We look forward to welcoming the world class Wind River
team to the Aptiv family as we continue to develop a safer, greener
and more connected world."
"Wind River has established itself as a worldwide leader in
cloud-native, intelligent edge software that delivers the highest
levels of security, safety, reliability and performance," said
Kevin Dallas, president and chief
executive officer of Wind River. "Combining Wind River's
industry-leading software, customer base and talent with Aptiv's
complementary technologies, global resources and scale will realize
our vision of the new machine economy. Together we will accelerate
the digital transformation of our customers across industries
through best-in-class intelligent systems software. We look forward
to working with the Aptiv team to reach even greater heights and
provide further growth opportunities for our customers and
partners."
"It has been a privilege to partner with Kevin Dallas and the management team to
transform Wind River into a leader in the intelligent systems
market," said Nehal Raj, co-managing
partner, and Art Heidrich, principal
at TPG Capital. "The mission-critical industries they serve are
digitally transforming at a rapid pace, and we see significant
opportunity ahead as companies look to adopt innovative software
solutions that allow them to leverage data to make better and
faster decisions. We are excited to see what Wind River and Aptiv
will accomplish together."
The acquisition allows Aptiv to execute against the large
software-defined mobility opportunity and expand into multiple
high-value industries with Wind River's world-class team and
leading intelligent systems software platform. The combination will
enable multiple end-use innovations and applications, particularly
as compute and processing continue to move closer to the edge and
connected devices, including vehicles, expand in complexity and
capabilities. Aptiv will combine Wind River Studio offering with
its complementary SVA™ platform and automotive expertise to extend
its position in automotive software solutions, providing automotive
customers with a faster and economical path to full vehicle
software architecture. Led by Kevin
Dallas, Wind River will continue to operate as a stand-alone
business within Aptiv as part of the Advanced Safety & User
Experience (AS&UX) segment.
Financing and Terms of the Transaction
Aptiv will
finance the transaction through a combination of cash and debt. The
acquisition is expected to close mid-year 2022 and is subject to
customary conditions, including receipt of applicable regulatory
approvals.
Conference Call and Webcast
Aptiv will host a
conference call to discuss the acquisition at 8:00 a.m. (ET) today, which is accessible by
dialing 800.239.9838 (U.S.) or +1.323.794.2551 (international) or
through a webcast at ir.aptiv.com. The conference ID number is
7662806. A slide presentation will accompany the prepared
remarks and has been posted on the investor relations section of
the Company's website. A replay will be available two hours
following the conference call.
Advisors
Goldman Sachs & Co. LLC is serving as
exclusive financial advisor to Aptiv and Paul, Weiss, Rifkind,
Wharton & Garrison LLP and Covington & Burling LLP are
serving as legal advisors. Morgan Stanley & Co. LLC is serving
as exclusive financial advisor to Wind River and Ropes & Gray
LLP is serving as legal advisor.
About Aptiv
Aptiv PLC is a global technology company
that develops safer, greener and more connected solutions enabling
a more sustainable future of mobility. With more than 180,000
employees strategically located to serve customers globally, Aptiv
is solving the industry's toughest challenges with scalable,
intelligent platforms that accelerate the transition to
software-defined, electric vehicles. To learn more about the
company's unique brain and nervous system portfolio and its
commitment to sustainability, visit aptiv.com.
About Wind River
Wind River is a global leader in
delivering software for mission-critical intelligent systems. For
four decades, the company has been an innovator and pioneer,
powering billions of devices and systems that require the highest
levels of security, safety and reliability. Wind River software and
expertise are accelerating digital transformation across
industries, including automotive, aerospace, defense, industrial,
medical and telecommunications. The company offers a comprehensive
portfolio, supported by world-class professional services and
support and a broad partner ecosystem. To learn more, visit
www.windriver.com.
About TPG
TPG is a leading global alternative asset
management firm founded in San
Francisco in 1992 with $109
billion of assets under management and investment and
operational teams in 12 offices globally. TPG invests across five
multi-product platforms: Capital, Growth, Impact, Real Estate, and
Market Solutions and our unique strategy is driven by
collaboration, innovation, and inclusion. Our teams combine deep
product and sector experience with broad capabilities and expertise
to develop differentiated insights and add value for our fund
investors, portfolio companies, management teams, and communities.
For more information, visit www.tpg.com or @TPG on Twitter.
Forward-Looking Statements
This press release, as well
as other statements made by Aptiv PLC (the "Company"), contain
forward-looking statements that reflect, when made, the Company's
current views with respect to current events, certain investments
and acquisitions and financial performance including the potential
impact of the proposed acquisition of Wind River. Such
forward-looking statements are subject to many risks, uncertainties
and factors relating to the Company's operations and business
environment, which may cause the actual results of the Company to
be materially different from any future results. All
statements that address future operating, financial or business
performance or the Company's strategies or expectations are
forward-looking statements. Factors that could cause actual results
to differ materially from these forward-looking statements include,
but are not limited to, the following: global and regional economic
conditions, including conditions affecting the credit market;
uncertainties posed by the COVID-19 pandemic and the difficulty in
predicting its future course and its impact on the global economy
and the Company's future operations; fluctuations in interest rates
and foreign currency exchange rates; the cyclical nature of global
automotive sales and production; the potential disruptions in the
supply of and changes in the competitive environment for raw
material and other materials integral to the Company's products,
including the current semiconductor supply shortage; the Company's
ability to maintain contracts that are critical to its operations;
potential changes to beneficial free trade laws and regulations
such as the United
States-Mexico-Canada Agreement; the ability of the Company
to integrate and realize the expected benefits of recent
transactions; the ability of the Company to attract, motivate
and/or retain key executives; the ability of the Company to avoid
or continue to operate during a strike, or partial work stoppage or
slow down by any of its unionized employees or those of its
principal customers; and the ability of the Company to attract and
retain customers. Additional factors are discussed under the
captions "Risk Factors" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in the Company's
filings with the Securities and Exchange Commission. New risks and
uncertainties arise from time to time, and it is impossible for us
to predict these events or how they may affect the Company. It
should be remembered that the price of the ordinary shares and any
income from them can go down as well as up. The Company disclaims
any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
and/or otherwise, except as may be required by law.
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SOURCE Aptiv PLC