PENDLETON, Ind., July 13, 2015 /PRNewswire/ -- Remy
International, Inc. (NASDAQ: REMY) today announced it has signed a
definitive agreement to be acquired by BorgWarner Inc. (NYSE: BWA),
a product leader in highly engineered components and systems for
powertrains around the world.
Commenting on the transaction, Remy Chairman John Weber said, "This transaction provides
substantial value to our shareholders, our employees and business
partners around the globe. It provides an opportunity to market our
products to a much broader and diverse group of original equipment
manufacturers. The product and technology synergies are obvious,
resulting from each company's historical focus on separate areas of
the global powertrain market."
Remy's President and Chief Executive Officer, Jay Pittas, added, "Our products and
capabilities should complement BorgWarner very well and support
growing vehicle electrification trends. We are confident our
customers and channel partners will benefit from the strategic fit,
as it brings together two long-standing industry
leaders."
Financial Highlights and Transaction
Terms
Under the terms of the agreement, BorgWarner will acquire
all of the outstanding shares of Remy for $29.50 per share, in cash, which implies an
enterprise value of Remy of approximately $1.2 billion. The completion of the transaction
is subject to the approval of Remy's stockholders as well as
certain customary terms and conditions, including antitrust and
other regulatory clearances in the U.S. and abroad. The transaction
is expected to close in the fourth quarter of 2015.
UBS Investment Bank acted as financial advisor and
Sullivan & Cromwell LLP provided legal advice to Remy
International.
About BorgWarner
BorgWarner Inc. (NYSE: BWA) is a product leader in highly
engineered components and systems for powertrains around the world.
Operating manufacturing and technical facilities in 58 locations in
19 countries, the company delivers innovative powertrain solutions
to improve fuel economy, reduce emissions and enhance performance.
For more information, please visit borgwarner.com.
About Remy International, Inc.
Founded by the Remy brothers in 1896, Remy International,
Inc. (NASDAQ: REMY) is a leading global manufacturer,
remanufacturer, and distributor of alternators, starter motors, and
electric traction motors for the automotive and commercial vehicle
industry, marketed under the Remy® and Delco Remy® brands. The
company also provides multiline products through its subsidiaries.
Headquartered in Pendleton,
Indiana, with operations across five continents and ten
countries, Remy is a trusted partner to original equipment
manufacturers and aftermarket organizations worldwide, delivering
creative solutions for today's vehicle challenges.
Cautionary Statements Regarding Forward-Looking
Information
Some of the statements contained in this press release
with respect to Remy International, Inc. (the "Company") are
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and are subject to the
safe harbor created thereby under the Private Securities Litigation
Reform Act of 1995.
These statements include declarations regarding intents,
beliefs, estimates and current expectations of the Company.
In some cases, forward-looking statements can be identified by
terminology such as "may," "might," "will," "should," "could,"
"expects," "intends," "assumes," "seeks to," "plans,"
"anticipates," "believes," "projects," "estimates," "predicts,"
"potential," "future," "goal," "objective," or "continue," or the
negative of such terms or other variations thereof or comparable
terminology, or by discussions of strategy that involve risks and
uncertainties. Forward-looking statements are not guarantees
or assurances of future performance, and actual results could
differ materially from those indicated by the forward-looking
statements. Forward-looking statements involve estimates,
assumptions, known and unknown risks, uncertainties and other
factors that may cause the Company's actual results, levels of
activity, performance or achievements to be materially different
from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking
statements. Such estimates, assumptions, risks, uncertainties
and other factors include, but are not limited to, those related to
(i) the likelihood that the transaction is consummated on a timely
basis or at all, including whether government approvals sought in
connection with the transaction will be obtained (or obtained
within the time periods anticipated) and whether the other
conditions required to complete the transaction will be met (or met
within the time periods anticipated), (ii) whether the expected
benefits of the transaction will be realized, (iii) the risk that,
and uncertainty as to whether, costs, customer loss and business
disruption (including, without limitation, difficulties in
maintaining relationships with employees, customers, suppliers and
other counterparties) related to the transaction may be greater
than expected, and (iv) future financial results and liquidity, (v)
development of new products and services, (vi) the effect of
competitive products or pricing, (vii) the effect of commodity and
raw material prices, (viii) the impact of supply chain cost
management initiatives, (ix) restructuring risks, (x) customs duty
claims, (xi) litigation uncertainties and warranty claims, (xii)
conditions in the automotive industry, (xiii) foreign currency
fluctuations, (xiv) costs related to re-sourcing and outsourcing
products and (xv) the effect of economic conditions.
These forward-looking statements are also qualified by,
and should be read together with the "Special note regarding
forward-looking statements", the "Risk Factors" and the other
statements in the Company's Annual Report on Form 10-K for the
year-ended December 31, 2014 and
subsequent Quarterly Reports on Form 10-Q, in each case as filed
with the Securities and Exchange Commission (SEC) and available at
www.sec.gov, and investors should refer to such risk factors and
other statements in evaluating the forward-looking statements
contained in this press release.
Any forward-looking statements speak only as to the date
this press release, and the Company does not undertake any
obligation to update any forward-looking statements to reflect
events or circumstances after the date on which such statements are
made or to reflect the occurrence of unanticipated events except as
otherwise required by law. New factors emerge from time to
time, and it is not possible for the Company to predict all such
factors. Furthermore, it may not be possible for the Company
to assess the impact of any such factor on its business (viewed
independently or together) or the extent to which any factor, or
combination of factors, may cause results to differ materially from
those contained in any forward-looking statement. The
foregoing factors should not be construed as exhaustive.
Additional Information and Where to Find
It
This press release may be deemed to be solicitation
material in respect of the proposed acquisition of the Company by
BorgWarner Inc. In connection with the proposed acquisition,
the Company intends to file relevant materials with the SEC,
including the Company's proxy statement on Schedule 14A.
STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING THE COMPANY'S PROXY
STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. Investors and security holders
will be able to obtain the documents free of charge at the SEC's
web site, http://www.sec.gov, and Company stockholders will receive
information at an appropriate time on how to obtain
transaction-related documents for free from the Company. Such
documents are not currently available.
Participants in Solicitation
The Company and its directors, executive officers and
other members of management and employees may be deemed to be
participants in the solicitation of proxies from the holders of the
Company's common stock in respect of the proposed
transaction. Information about the directors and executive
officers of the Company is set forth in the proxy statement for the
Company's Annual Meeting of Stockholders, which was filed with the
SEC on April 30, 2015.
Investors may obtain additional information regarding the interest
of such participants by reading the proxy statement regarding the
acquisition when it becomes available.
Media Contact: Remy
International - Shawn Pallagi
(pallagi.shawn@remyinc.com |765-778-5903)
Investor Contact: Remy
International – Al
VanDenBergh (vandenbergh.al@remyinc.com
|765-778-6871)
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SOURCE Remy International, Inc.