UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 30, 2011
VISTEON CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-15827 | 38-3519512 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| One Village Center Drive, Van Buren Township, Michigan | 48111 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (800)-VISTEON
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 8 – OTHER EVENTS
| Item 8.01. | Other Events. |
On November 30, 2011 Visteon Corporation (the “Company”) announced that it had entered into a non-binding memorandum of understanding with Yanfeng Visteon Automotive Trim Systems Co., Ltd. (“YFV”), the Company’s existing Chinese joint venture. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This memorandum of understanding relates to a potential transaction that would combine the majority of the Company’s global interiors business with YFV. No specific terms of the transaction have been agreed to at this stage; however, the Company believes that the memorandum of understanding represents an important step in the Company’s exploration of potential avenues to consolidate certain of its global interiors operations. The memorandum of understanding indicates that the parties’ shared goal is to conclude negotiations by March 31, 2012. The timing and structure of such combination would be based on the specific jurisdiction where the Company presently conducts its interiors business. The consummation of the transactions contemplated by the memorandum of understanding would be subject to, among other things, the satisfactory outcome of due diligence by YFV on the Company’s interiors business, the receipt of all required governmental, union and third party consents and approvals for such transactions, arrangements to retain certain key employees of the Company, the negotiation and execution of licenses, leases and service and other agreements relating to shared facilities, intellectual property, other assets and employees, the execution of definitive agreements and the satisfaction of any other conditions precedent to such definitive agreements. Pursuant to the memorandum of understanding, the Company has agreed not to negotiate or provide information relating to the sale of its interiors business to any third party until March 31, 2012 without the written consent of YFV. There can be no assurance that definitive agreements will be entered into or that such transaction will be completed in the timetable or on the terms referred to above.
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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press release dated November 30, 2011. |
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SIGNATURE
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 hereunto duly authorized.
| VISTEON CORPORATION | ||||||
| Date: December 12, 2011 | By: | /s/ Michael K. Sharnas | ||||
| Michael K. Sharnas | ||||||
| Vice President and General Counsel | ||||||
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EXHIBIT INDEX
| Exhibit No. |
Description |
Page | ||
| 99.1 | Press release dated November 30, 2011. |
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Exhibit 99.1
Visteon Signs Memorandum of Understanding to Sell Majority of Consolidated Interiors Business to Chinese Joint Venture
VAN BUREN TOWNSHIP, Mich., Nov. 30, 2011 – Visteon Corporation (NYSE: VC) and Huayu Automotive Systems Co., Ltd. (HASCO) announced today that the companies’ existing China joint venture, Yanfeng Visteon Automotive Trim Systems, Co. Ltd. (YFV) and Visteon have signed a non-binding memorandum of understanding (MOU) with respect to a potential transaction that would combine the majority of Visteon’s global interiors business with YFV.
The MOU sets forth certain of the basic terms of the proposed transaction. Definitive agreements for the proposed sale, which would be subject to regulatory and other approvals, are targeted to be signed in early 2012. Other terms were not disclosed. There can be no assurance that definitive agreements will be entered into or that such transaction will be completed in the timetable on the terms referred to above.
The transaction would further broaden the strategic partnership between Visteon and HASCO and is expected to greatly enhance YFV’s global manufacturing and engineering footprint. The transaction, once completed, would result in a leading global interiors company within YFV with estimated annual revenue of approximately $4 billion, serving more than 30 customers from over 60 facilities in 16 countries.
“Visteon is very pleased that the signing of the MOU takes our longstanding joint venture with HASCO and SAIC into a global partnership fully enabled to support our key customers around the world,” said Donald J. Stebbins, Visteon chairman, chief executive officer and president.
“The signing of this MOU represents an important step toward the fulfillment of our strategy to create a leading global interior company,” said Mr. Ma Zhengang, Yanfeng Visteon standing deputy general manager. “Our technical and manufacturing footprint will give us unmatched capability to support all our customers in key growth and emerging markets.”
Visteon is a leading global automotive supplier that designs, engineers and manufactures innovative climate, electronic, interior and lighting products for vehicle manufacturers. With corporate offices in Van Buren Township, Mich. (U.S.); Shanghai, China; and Chelmsford, UK; the company has facilities in 27 countries and employs approximately 27,000 people. Learn more at www.visteon.com.
Yanfeng Visteon Automotive Trim Systems Co., Ltd. is a joint venture between Visteon Corporation and Shanghai Automotive Industry Corporation’s automotive components group, Huayu Automotive Systems. As a leading automotive supplier, YFV designs and manufactures interior, exterior, seating, electronics and safety systems for automakers in China and abroad. Headquartered in Shanghai, YFV employs approximately 29,000 employees in more than 87 facilities across China and overseas.
Contact:
Media:
Jim Fisher
734-710-5557
734-417-6184 - mobile
jfishe89@visteon.com
Investors:
Chuck Mazur
734-710-5800
investor@visteon.com