This Schedule 14A filing consists of the following communications relating to the proposed acquisition of
Delphi Technologies PLC (Delphi Technologies or the Company) by BorgWarner Inc., a Delaware corporation (Buyer or BorgWarner), pursuant to the terms of a Transaction Agreement, dated January 28,
2020, by and between the Company and Buyer:
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(i)
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Email from Richard Dauch, Chief Executive Officer of the Company, attaching letter from Frédéric
Lissalde, President and Chief Executive Officer of Buyer, distributed on February 18, 2020.
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(ii)
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Letter from Frédéric Lissalde, President and Chief Executive Officer of Buyer, distributed on
February 18, 2020.
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(iii)
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Day One Business Structure / Leaders Presentation, distributed on February 18, 2020.
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No Offer or Solicitation
This
communication is being made in respect of the proposed acquisition (the proposed transaction) of Delphi Technologies by BorgWarner. This communication is not intended to and does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent
registration under the U.S. Securities Act of 1933, as amended (the Securities Act), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Any securities issued in the proposed transaction
are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the Securities Act. In connection with the proposed transaction, Delphi Technologies will file certain proxy
materials, which shall constitute the scheme document and the proxy statement relating to the proposed transaction (the proxy statement). The proxy statement will contain the full terms and conditions of the proposed transaction,
including details with respect to the Delphi Technologies shareholder vote in respect of the proposed transaction. Any decision in respect of, or other response to, the proposed transaction should be made only on the basis of the information
contained in the proxy statement.
Participants in the Solicitation
Delphi Technologies, BorgWarner and certain of their respective directors, executive officers and employees may be deemed participants in the
solicitation of proxies from Delphi Technologies shareholders in respect of the proposed transaction. Information regarding the foregoing persons, including a description of their direct or indirect interests, by security holdings or otherwise, will
be set forth in the proxy statement and any other relevant documents to be filed with the Securities and Exchange Commission (the SEC). You can find information about Delphi Technologies directors and executive officers in its
Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and its definitive proxy statement filed with the SEC on Schedule 14A on March 15, 2019. You can find information about BorgWarners directors and executive officers in
its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and its definitive proxy statement filed with the SEC on Schedule 14A on March 15, 2019.
Additional Information and Where to Find It
This
communication may be deemed solicitation material in respect of the proposed transaction. In connection with the proposed transaction, Delphi Technologies will file with the SEC and furnish to Delphi Technologies shareholders a proxy statement
and other relevant documents. This communication does not constitute a solicitation of any vote or approval. Before making any voting decision, Delphi Technologies shareholders are urged to read the proxy statement and any other relevant
documents filed or to be filed with the SEC in connection with the proposed transaction or incorporated by reference in the proxy statement (if any) carefully and in their entirety when they become available because they will contain important
information about the proposed transaction and the parties to the proposed transaction.
Investors will be able to obtain free of charge the proxy
statement and other documents filed with the SEC at the SECs website at http://www.sec.gov. In addition, the proxy statement and Delphi Technologies 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 Delphi Technologies 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, Delphi Technologies 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 Delphi Technologies or BorgWarners 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
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 Delphi Technologies ordinary shares or BorgWarners shares of common stock and on Delphi Technologies 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 Delphi Technologies 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 Delphi Technologies ordinary shares or BorgWarners 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 Delphi Technologies or BorgWarners 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 Managements Discussion and Analysis of Financial Condition and Results of
Operations filed on February 13, 2020, and 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.
Delphi Technologies and BorgWarners forward-looking statements
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.
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. Delphi Technologies 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.