LONDON, June 25, 2020 /PRNewswire/ -- Delphi Technologies
PLC (NYSE: DLPH) ("Delphi Technologies" or the "Company") announced
that at a special meeting of its shareholders held today, Delphi
Technologies' shareholders approved the Company's previously
announced transaction with BorgWarner Inc. (NYSE: BWA). An
overwhelming majority of shareholders voted in favor of the
transaction.
"We are pleased with the strong support from our shareholders
for this transformative transaction, which we believe will create a
leading propulsion technologies company that is uniquely equipped
to serve OEMs and aftermarket customers around the world," said
Richard F. Dauch, CEO of Delphi
Technologies. "We are excited to join forces with BorgWarner and
look forward to delivering long-term value for all of our
stakeholders."
"We appreciate that a large majority of Delphi Technologies'
shareholders have voted to approve the transaction, underscoring
the value that we believe is inherent in bringing our companies
together," said Frédéric Lissalde, President and CEO of BorgWarner.
"We are now one step closer to delivering the expected significant
benefits of this transaction to our combined stakeholders. We look
forward to closing the transaction which is expected to occur in
the second half of 2020."
Delphi Technologies and BorgWarner continue to work diligently
towards the closing of the transaction, which is subject to the
receipt of the remaining required regulatory approvals and
satisfaction or waiver of other closing conditions, including the
sanctioning of the scheme of arrangement by the Royal Court of
Jersey.
About Delphi Technologies
Delphi Technologies is a
global provider of propulsion technologies that make vehicles drive
cleaner, better and further. It offers pioneering solutions for
internal combustion engine, hybrid and electric passenger cars and
commercial vehicles. Delphi Technologies builds on its Original
Equipment expertise to provide leading service solutions for the
aftermarket. The Company operates technical centers, manufacturing
sites, customer support service centers in 24 countries and employs
more than 21,000 people around the world. Visit www.delphi.com to
learn more.
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, 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 completed; failure to obtain regulatory
approvals or to satisfy any of the other conditions to the proposed
transaction; adverse effects on the market price of BorgWarner's
shares of common stock and on Delphi Technologies' or BorgWarner's
operating results; failure to realize the expected benefits of the
proposed transaction; failure to promptly and effectively integrate
Delphi Technologies' businesses; negative effects relating to any
announcements relating to 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 Delphi Technologies , BorgWarner or 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; the scope and duration of the COVID-19 pandemic and
actions taken by governmental authorities in response thereto; the
significant and unprecedented market disruption caused by the
COVID-19 pandemic and its impact on the businesses, operations and
financial conditions of BorgWarner and Delphi Technologies;
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, 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
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, and the information under the
caption "Risk Factors" in BorgWarner's 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 Delphi Technologies or
BorgWarner speak only as of the date of this communication 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 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 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.
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SOURCE Delphi Technologies PLC
