Borgwarner Inc. · NYSE:BWA
Borgwarner — Merger or Acquisition (February 2020)
14 slides from Borgwarner's merger presentation, Feb 4, 2020
Slide 1: Creating a Propulsion Systems Leader Well Positioned for the Future
Creating a Propulsion Systems Leader Well Positioned for the Future February 2020
Slide 2: Safe Harbor Statement
Safe Harbor Statement This communication is being made in respect of the proposed acquisition (the “proposed transaction”) of Delphi Technologies PLC (“Delphi”) by BorgWarner Inc. (“BorgWarner”). This communication is not intended to and does not constitute an offer to sell or the solicitation of an
Slide 3: Vision and Mission
Text in overlayingOur boxes, Vision: black, between 14pt Aand clean, 18pt energy-efficient world Our Mission: Propulsion System Leader for Combustion, Hybrid and Electric Vehicles © BorgWarner Inc. 3
Slide 4: BorgWarner in numbers
BorgWarner in numbers Preliminary 2019 Sales $10.17 30,000 Billion employees 67 19 consolidated Locations Countries Employee and location information as of September 30, 2019 © BorgWarner Inc. 4
Slide 5: BorgWarner Strategic Difference
BorgWarner Strategic Difference . Executing balanced propulsion strategy . Strengthening propulsion systems leadership . Leveraging strong operational discipline . Operating in a climate of openness, trust and cooperation . Delivering growth, growth, growth BorgWarner is paving the way for a cleaner
Slide 6: A Propulsion Systems Leader, Well Positioned for the Future
A Propulsion Systems Leader, Well Positioned for the Future BorgWarner’s acquisition of Delphi Technologies will strengthen its propulsion systems leadership ✔. Reinforces leadership in electrified propulsion systems ✔. Increases power electronics scale, technology, talent and adds to system capabil
Slide 7: Adds Scale and Capabilities Across Propulsion Portfolio
Adds Scale and Capabilities Across Propulsion Portfolio . Broad portfolio of combustion . Broad portfolio of hybrid . Broad portfolio of electric . Broad portfolio of technologies technologies technologies combustion, hybrid, and electric technologies . Ability to leverage operational . Unique hybri
Slide 8: Journey to Advanced Propulsion and Electrification
Journey to Advanced Propulsion and Electrification Complementing Organic Growth with Acquisitions Launched electric drive Launched 48-volt eBooster® Developed ground breaking Won contract to supply P2 on- Won first eTurboTM award with Unveiled fully integrated drive module (eDM) electrically driven
Slide 9: Next Steps
Next Steps . We intend to develop a thoughtful integration plan and to be transparent as decisions are made . Tania Wingfield (BorgWarner) and Paul Farrell (Delphi Technologies) will lead the integration planning teams . Over the coming weeks, members of BorgWarner’s executive team will be visiting
Slide 10: Information Sharing Guidance
Information Sharing Guidance . Consult with counsel to help manage information exchanges . Parties often need to exchange sensitive information for legitimate purposes (e.g., merger due diligence or integration planning), but this can present antitrust risks . Best practices for information sharing
Slide 11: Best Practices: Avoidance of Gun Jumping
Best Practices: Avoidance of Gun Jumping Merging parties must remain independent until transaction is closed . Coordinating business activities prior to closing is unlawful gun jumping, even where the parties don’t compete (i.e., no competitive harm) . Parties should not agree to restrict or influen
Slide 12: Between Now and Close
Between Now and Close Planning is Permitted, Implementation is Not Conduct That Is Generally Permissible Formal/structured integration planning involving counsel Transition teams enabling parties to integrate post-closing Joint communications informing public about transaction Evaluating organizatio
Slide 13: An Exciting Future
An Exciting Future Boosting All Wheel Drive & Engine Timing Technologies Cross Axle Systems Systems High Voltage Battery eGearDrive® Battery Module eBooster® electrically Integrated Belt Px Hybrid Modules / Coolant Heater Transmission driven compressor Alternator Starter Exhaust Gas Starters & Syste
Slide 14: Q&A
Q&A © BorgWarner Inc. 14