AUBURN HILLS, Mich.,
July 13, 2015 /PRNewswire/ --
BorgWarner announced today that it has entered into a definitive
agreement to acquire Remy International, Inc. (Remy), a global
market leading producer of rotating electrical components. With key
technologies and operations in ten countries on five different
continents, Remy is strongly positioned to benefit from global
growth. As of December 31, 2014
the company employed 6,600 people and, for the fiscal year, it
generated sales of $1.2 billion.
"We look forward to welcoming Remy's talented employees to
BorgWarner. Their products and capabilities will strengthen
BorgWarner's position in the rapidly developing powertrain
electrification trend," said James
Verrier, President and CEO of BorgWarner. "The
acquisition will be another step in executing our plan, to
profitably grow revenue to $15
billion by 2020."
Financial Highlights and Transaction Terms
Under the terms of the agreement, BorgWarner will acquire each
of the outstanding shares of Remy for $29.50 in cash, which implies an enterprise value
of Remy of approximately $1.2
billion. BorgWarner has identified purchasing efficiencies,
redundant public company expenses, other cost synergies and
numerous opportunities to accelerate growth through the combined
business. The transaction is expected to be accretive to earnings
in the first year.
The completion of the transaction is subject to certain
customary terms and conditions, including the approval of Remy's
stockholders and antitrust and other regulatory clearances in
the United States and abroad. The
transaction is expected to close in the fourth quarter of 2015.
BofA Merrill Lynch acted as financial advisor and Sidley Austin
LLP provided legal advice to BorgWarner.
Conference Call
At 9:00 a.m. ET today, a brief
conference call concerning the transaction will be webcast at:
http://www.borgwarner.com/en/Investors/default.aspx.
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.
Statements contained in this news release may contain
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," "initiative," "intends," "outlook," "plans,"
"potential," "project," "pursue," "seek," "should," "target,"
"when," "would," variations of such words and similar expressions
are intended to identify such forward-looking statements.
Forward-looking statements are subject to risks and uncertainties,
many of which are difficult to predict and generally beyond our
control, that could cause actual results to differ materially from
those expressed, projected or implied in or by the forward-looking
statements. Such risks and uncertainties include: the failure
to complete or receive the anticipated benefits from BorgWarner's
acquisition of Remy, the possibility that the parties may be unable
to successfully integrate Remy's operations with those of
BorgWarner, that such integration may be more difficult,
time-consuming or costly than expected, revenues following the
transaction may be lower than expected, customer loss and business
disruption (including, without limitation, difficulties in
maintaining relationships with employees, customers, or suppliers)
may be greater than expected following the transaction; the
retention of key employees at Remy may not be achieved, the
conditions to the completion of the transaction may not be
satisfied, or the regulatory approvals required for the transaction
may not be obtained on the terms expected or on the anticipated
schedule, the failure to obtain Remy stockholder approval in a
timely manner or otherwise, fluctuations in domestic or foreign
vehicle production, the continued use by original equipment
manufacturers of outside suppliers, fluctuations in demand for
vehicles containing our products, changes in general economic
conditions, as well as other risks noted reports that we file with
the Securities and Exchange Commission, including the Risk Factors
identified 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 revision to any of the forward-looking
statements.
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SOURCE BorgWarner Inc.