PENDLETON, Ind., Aug. 19, 2015 /PRNewswire/ -- Remy International,
Inc. (NASDAQ: REMY) announced today that a special meeting of Remy
stockholders has been scheduled in connection with BorgWarner
Inc.'s (NYSE: BWA) proposed acquisition of Remy. The special
meeting has been scheduled for Remy stockholders to, among other
things, consider and vote upon a proposal to adopt the previously
announced merger agreement, dated as of July
12, 2015, entered into among Remy, BorgWarner and a wholly
owned subsidiary of BorgWarner. Under the terms of the merger
agreement, each share of common stock of Remy issued and
outstanding immediately prior to the effective time of the merger
(other than excluded shares and dissenting shares) will be
converted into the right to receive $29.50 per share in cash, without interest and
less any applicable withholding taxes.
The special meeting is currently scheduled to be held on
Tuesday, September 22, 2015 at
10:00 a.m., local time, at Remy's
headquarters (600 Corporation Drive, Pendleton, Indiana 46064). Stockholders
of record as of the close of business on August 14, 2015 will be entitled to notice of and
to vote at (in person or by proxy) the special meeting and at any
adjournment or postponement thereof.
The definitive proxy statement in respect of the special meeting
was filed with the United States Securities and Exchange Commission
on August 18, 2015, and Remy
currently expects to commence mailing of the proxy materials to
stockholders on or about August 20,
2015.
Remy's board of directors recommends a vote "FOR" approval of
the proposal to adopt the merger agreement.
The closing of the proposed acquisition of Remy by BorgWarner
remains subject to other customary closing conditions in addition
to the adoption of the merger agreement by Remy's stockholders,
including the making or obtaining of any filings, authorizations,
consents or approvals regarding the acquisition required pursuant
to antitrust laws in Austria,
Germany, China, Korea and Mexico and the termination or expiration of
any applicable waiting period thereunder. Assuming the timely
satisfaction of the closing conditions, the transaction is
currently expected to be completed in the fourth quarter of
2015.
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 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 Remy International,
Inc. ("Remy" or 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 "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, subsequent Quarterly Reports
on Form 10-Q, and other filings, 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 the 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 Remy by BorgWarner. In connection
with the proposed acquisition, Remy filed a definitive proxy
statement on Schedule 14A on August 18,
2015 (which Remy currently expects to commence disseminating
to stockholders of record on or about August
20, 2015) and, as applicable, Remy and BorgWarner have filed
and/or may file further relevant materials with the SEC.
STOCKHOLDERS OF REMY ARE URGED TO READ ALL RELEVANT DOCUMENTS
FILED WITH THE SEC, INCLUDING REMY'S DEFINITIVE PROXY STATEMENT,
BECAUSE THEY CONTAIN, OR AS APPLICABLE, WILL CONTAIN, IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
security holders may obtain the documents (including the definitive
proxy statement) free of charge at the SEC's web site,
http://www.sec.gov, or the Company's web site,
http://www.remyinc.com under "Investors - SEC Filings".
Participants in Solicitation
Remy 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 Remy common stock in respect of the proposed
transaction. Information about the directors and executive officers
of Remy is set forth in the proxy statement for Remy'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 definitive proxy statement regarding the
acquisition filed with the SEC on August 18,
2015.
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.