AUBURN HILLS, Mich.,
March 24, 2020 /PRNewswire/
-- BorgWarner Inc. (NYSE: BWA) (the "Company") acknowledged
that many original equipment manufacturer ("OEM") customers have
announced that they have suspended or will suspend
manufacturing operations, particularly in North America and Europe, on a temporary basis due to market
conditions and matters associated with
COVID-19/coronavirus. Significant reductions in automotive or
truck production would have an adverse effect on the Company's
sales to OEMs in these regions, which comprised approximately 70%
of the Company's total sales in 2019. The temporary suspensions and
other reductions in OEM production related to COVID-19/coronavirus
are leading the Company to temporarily suspend operations at
certain of the Company's manufacturing and assembly
facilities. Although the Company is currently unable to
reasonably estimate the impact of this situation on its 2020
outlook due to the heightened level of uncertainty, the Company
does expect this situation to have a material impact on its 2020
financial performance and is in the process of reassessing its
full-year financial guidance. The Company plans to provide an
update to its outlook on its first quarter earnings call scheduled
for May 6, 2020.
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As of March 20, 2020, the Company
had liquidity of approximately $2,320
million, comprised of cash balances of approximately
$820 million and an undrawn revolving
credit facility of $1,500
million. The Company is in full compliance with its
covenants under the revolving credit facility and has full access
to its undrawn revolving credit facility. The Company noted
that its total debt maturities through the end of 2021 are
$250 million. Given its strong
liquidity position, the Company believes it would have
sufficient liquidity and maintain compliance with all covenants
throughout the year even in an environment with significantly lower
OEM production volumes.
BorgWarner Inc. (NYSE: BWA) is a global product leader in clean
and efficient technology solutions for combustion, hybrid and
electric vehicles. With manufacturing and technical facilities
in 67 locations in 19 countries, the company employs approximately
29,000 worldwide. For more information, please visit
borgwarner.com.
Forward-Looking Statements
Statements in this press release may constitute forward-looking
statements as contemplated by the 1995 Private Securities
Litigation Reform Act that are based on management's current
outlook, expectations, estimates and projections. Words such as
"anticipates," "believes," "continues," "could," "designed,"
"effect," "estimates," "evaluates," "expects," "forecasts," "goal,"
"guidance," "initiative," "intends," "may," "outlook," "plans,"
"potential," "predicts," "project," "pursue," "seek," "should,"
"target," "when," "will," "would," and variations of such words and
similar expressions are intended to identify such forward-looking
statements. Forward-looking statements are not guarantees of
performance, and the Company's actual results may differ materially
from those expressed, projected or implied in or by the
forward-looking statements. These risks and uncertainties, among
others, include: uncertainties regarding the extent and duration of
impacts of matters associated with COVID-19/coronavirus; our
dependence on automotive and truck production, both of which are
highly cyclical; our reliance on major OEM customers; commodities
availability and pricing; supply disruptions; fluctuations in
interest rates and foreign currency exchange rates; availability of
credit; our dependence on key management; our dependence on
information systems; the uncertainty of the global economic
environment; the outcome of existing or any future legal
proceedings, including litigation with respect to various claims;
future changes in laws and regulations, including, by way of
example, tariffs, in the countries in which we operate; and other
risks noted in reports that we file with the Securities and
Exchange Commission, including Item 1A, "Risk Factors" in our most
recently filed Annual Report on Form 10-K. We do not undertake any
obligation to update or announce publicly any updates to or
revisions to any of the forward-looking statements in this press
release to reflect any change in our expectations or any change in
events, conditions, circumstances, or assumptions underlying the
statements.
No Offer or Solicitation
This release is being made in respect of the proposed
acquisition (the "proposed transaction") of Delphi Technologies PLC
("Delphi Technologies") by BorgWarner. This release is not
intended to and does not constitute an offer to sell or the
solicitation of an offer to subscribe for or buy or an invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the proposed
transaction or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. In particular, this release is not an offer of
securities for sale into the United
States. No offer of securities shall be made in the United States absent registration under
the U.S. Securities Act of 1933, as amended (the "Securities Act"),
or pursuant to an exemption from, or in a transaction not subject
to, such registration requirements. Any securities issued in the
proposed transaction are anticipated to be issued in reliance upon
available exemptions from such registration requirements pursuant
to Section 3(a)(10) of the Securities Act.
Participants in the Solicitation
Delphi Technologies, BorgWarner and certain of their respective
directors, executive officers and employees may be deemed
"participants" in the solicitation of proxies from Delphi
Technologies shareholders in respect of the proposed transaction.
Information regarding the foregoing persons, including a
description of their direct or indirect interests, by security
holdings or otherwise, is set forth in the preliminary proxy
statement filed on Schedule 14A with the Securities and
Exchange Commission (the "SEC") on March 11,
2020 (the "preliminary proxy statement") and will be set
forth in a definitive proxy statement and any other relevant
documents to be filed with the SEC. You can find information about
Delphi Technologies' directors and executive officers in its Annual
Report on Form 10-K for the fiscal year ended December 31, 2019 and its definitive proxy
statement filed with the SEC on Schedule 14A on March 15, 2019. You can find information
about BorgWarner's directors and executive officers in its Annual
Report on Form 10-K for the fiscal year ended December 31, 2019 and its definitive proxy
statement filed with the SEC on Schedule 14A on March 20, 2020.
Additional Information and Where to Find It
This release may be deemed solicitation material in respect of
the proposed transaction. In connection with the proposed
transaction, Delphi Technologies filed with the SEC the preliminary
proxy statement, and Delphi Technologies will file with the SEC and
furnish to its shareholders a definitive proxy statement on
Schedule 14A and other relevant documents. This release does not
constitute a solicitation of any vote or approval. Before making
any voting decision, Delphi Technologies' shareholders are urged to
read the proxy statement and any other relevant documents filed or
to be filed with the SEC in connection with the proposed
transaction or incorporated by reference in the proxy statement
carefully and in their entirety when they become available because
they contain or will contain important information about the
proposed transaction and the parties to the proposed
transaction.
Investors are able to obtain free of charge the preliminary
proxy statement, the definitive proxy statement and other documents
filed with the SEC (when available) at the SEC's website at
http://www.sec.gov. In addition, the preliminary proxy statement,
the definitive proxy statement and Delphi Technologies' and
BorgWarner's respective annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and amendments to
those reports filed or furnished pursuant to section 13(a) or 15(d)
of the U.S. Securities Exchange Act of 1934, as amended, are
available free of charge through Delphi Technologies' and
BorgWarner's websites at www.delphi.com and www.borgwarner.com,
respectively, as soon as reasonably practicable after they are
electronically filed with, or furnished to, the SEC.
Notice Regarding Forward-Looking Statements
This release may contain forward-looking statements as
contemplated by the 1995 Private Securities Litigation Reform Act
that reflect, when made, Delphi Technologies' or BorgWarner's
respective current views with respect to future events, including
the proposed transaction, and financial performance or that are
based on their respective management's current outlook,
expectations, estimates and projections, including with respect to
the combined company following the proposed transaction, if
completed. Such forward-looking statements are subject to many
risks, uncertainties and factors relating to Delphi Technologies'
or BorgWarner's respective operations and business environment,
which may cause the actual results of Delphi Technologies or
BorgWarner to be materially different from those indicated in the
forward-looking statements. All statements that address future
operating, financial or business performance or Delphi
Technologies' or BorgWarner's respective strategies or expectations
are forward-looking statements. In some cases, you can identify
these statements by forward-looking words such as "may," "might,"
"will," "should," "could," "designed," "effect," "evaluates,"
"forecasts," "goal," "guidance," "initiative," "intends," "pursue,"
"seek," "target," "when," "will," "expects," "plans," "intends,"
"anticipates," "believes," "estimates," "predicts," "projects,"
"potential," "outlook" or "continue," the negatives thereof and
other comparable terminology. Factors that could cause actual
results to differ materially from these forward-looking statements
include, but are not limited to, the possibility that the proposed
transaction will not be pursued; failure to obtain necessary
shareholder approvals, regulatory approvals or required financing
or to satisfy any of the other conditions to the proposed
transaction; adverse effects on the market price of Delphi
Technologies' ordinary shares or BorgWarner's shares of common
stock and on Delphi Technologies' or BorgWarner's operating
results because of a failure to complete the proposed transaction;
failure to realize the expected benefits of the proposed
transaction; failure to promptly and effectively integrate Delphi
Technologies' businesses; negative effects relating to the
announcement of the proposed transaction or any further
announcements relating to the proposed transaction or the
consummation of the proposed transaction on the market price of
Delphi Technologies' ordinary shares or BorgWarner's shares of
common stock; significant transaction costs and/or unknown or
inestimable liabilities; potential litigation associated with the
proposed transaction; general economic and business conditions that
affect the combined company following the consummation of the
proposed transaction; changes in global, political, economic,
business, competitive, market and regulatory forces; changes in tax
laws, regulations, rates and policies; future business acquisitions
or disposals; competitive developments; and the timing and
occurrence (or non-occurrence) of other events or circumstances
that may be beyond Delphi Technologies' or BorgWarner's
control.
For additional information about these and other factors, see
the information under the caption "Risk Factors" in Delphi
Technologies' most recent Annual Report on Form 10-K filed with the
SEC and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" filed on February 13, 2020, and the information under the
caption "Risk Factors" in BorgWarner's most recent Annual Report on
Form 10-K filed with the SEC and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on
February 13, 2020.
Delphi Technologies' and BorgWarner's forward-looking statements
speak only as of the date of this release or as of the date they
are made. Delphi Technologies and BorgWarner each disclaim any
intent or obligation to update or revise any "forward looking
statement" made in this release to reflect changed assumptions, the
occurrence of unanticipated events or changes to future operating
results over time, except as may be required by law. All subsequent
written and oral forward-looking statements attributable to Delphi
Technologies, BorgWarner or their respective directors, executive
officers or any person acting on behalf of any of them are
expressly qualified in their entirety by this paragraph.
General
The release, publication or distribution of this release in or
into certain jurisdictions may be restricted by the laws of those
jurisdictions. Accordingly, copies of this release and all other
documents relating to the proposed transaction are not being, and
must not be, released, published, mailed or otherwise forwarded,
distributed or sent in, into or from any such jurisdictions.
Persons receiving such documents (including, without limitation,
nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies involved in the proposed
transaction disclaim any responsibility or liability for the
violations of any such restrictions by any person.
Any response in relation to the proposed transaction should be
made only on the basis of the information contained in the proxy
statement and other relevant documents. Delphi Technologies
shareholders are advised to read carefully the formal documentation
in relation to the proposed transaction once the proxy statement
and other relevant documents have been dispatched.
Contact
Patrick
Nolan
248.754.0884
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SOURCE BorgWarner