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 SECs website at http://www.sec.gov. In addition, the preliminary proxy statement, the definitive proxy statement and the Companys and BorgWarners 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 the Companys and BorgWarners 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 communication may contain forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act that reflect, when made, the
Companys or BorgWarners respective current views with respect to future events, including the proposed transaction, and financial performance or that are based on their respective managements 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 the Companys or
BorgWarners respective operations and business environment, which may cause the actual results of the Company 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 the Companys or BorgWarners 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 Company ordinary shares or BorgWarner shares of common stock and on the Companys or BorgWarners 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 the Companys 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 Company ordinary shares or BorgWarner 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 the Companys or BorgWarners control.
For
additional information about these and other factors, see the information under the caption Risk Factors in the Companys most recent Annual Report on Form 10-K filed with the SEC and
Managements Discussion and Analysis of Financial Condition and Results of Operations filed on February 13, 2020, the information under the caption Risk Factors in Delphi Technologies Quarterly Report on Form
10-Q for the quarter ended March 31, 2020 filed with the SEC on May 7, 2020, the information under the caption Risk Factors in BorgWarners most recent Annual Report on Form 10-K filed with
the SEC and Managements Discussion and Analysis of Financial Condition and Results of Operations on February 13, 2020, and the information under the caption Risk Factors in BorgWarners Quarterly Report on
Form 10-Q for the quarter ended March 31, 2020 filed with the SEC on May 6, 2020.
Any forward-looking statements by the Company or BorgWarner speak only
as of the date of this communication or as of the date they are made. The Company and BorgWarner each disclaim any intent or obligation to update or revise any forward looking statement made in this communication 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 the Company, 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
communication in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this communication 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. Company 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.