TPG to sell Wind River to Aptiv for $4.3bn

Aptiv PLC has agreed to acquire Wind River from TPG Capital for $4.3 billion in cash.

Aptiv PLC has agreed to acquire Wind River from TPG Capital for $4.3 billion in cash. The deal is expected to close in the middle of 2022. Goldman Sachs is serving as exclusive financial advisor to Aptiv while Morgan Stanley is doing likewise to Wind River. Wind River is a provider of software for the intelligent edge.

PRESS RELEASE

DUBLIN and ALAMEDA, Calif., Jan. 11, 2022 — 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.

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.