Borgwarner Delphi Merger Agreement

BorgWarner Inc. (NYSE: BWA) is the global leader in products for clean and efficient technology solutions for combustion, hybrid and electric vehicles. With production and technology sites in 67 locations in 19 countries, the company employs approximately 29,000 people worldwide. For more information, see Sherief Bakr Phone: `44 7557 895 781 e-mail: BorgWarner stated that the step was contrary to the terms of the sale contract. In May, the dispute was resolved, with one-timers having agreed to Delphi`s execution of the loan, with conditions. Investors can obtain the provisional power of attorney, final power of attorney and other documents submitted to the SEC (if applicable) free of charge on the SEC`s website at In addition, the provisional proxy statement, the definitive proxy statement and the respective annual reports of Delphi Technologies and BorgWarner on Form 10-K, Quarterly Reports on Form 10-Q, updated reports on Form 8-K and changes to reports submitted or made available pursuant to Section 13 (a) or 15d of the U.S. Securities Exchange Act of 1934 are available free of charge on The Delphi Technologies and BorgWarner websites on and as soon as they are properly implemented after their transmission or electronic transmission to the SEC. The fate of the deal became uncertain in March, when BorgWarner threatened to terminate the contract after Delphi withdrew a $500 million credit line without BorgWarner`s approval. Patrick Nolan Phone: 248-754-0884 E-mail: Kristen Kinley (Global/Americas) Phone: `1 248 535-3930 E-mail: Delphi Technologies is a global supplier of propulsion technologies that make vehicles cleaner, better and more advanced. It offers innovative solutions for internal combustion engines, hybrid, electric and commercial vehicles. Delphi Technologies relies on its product know-how to provide state-of-the-art service solutions for the aftermarket.

Headquartered in London, UK, the company operates technical centres, production sites, customer service centres in 24 countries and employs more than 21,000 people worldwide. Visit to learn more. In accordance with the amendment approved by the boards of directors of both companies, BorgWarner accepts the recent withdrawal of the revolver by Delphi Technologies. The amended transaction agreement also provides for new closing conditions that provide that, at the time of the transaction, the total amount of Delphi Technologies` remaining revolver loans does not exceed $225 million and that net debt does not exceed a certain threshold. As part of the settlement of the dispute, the parties also agreed to a revised exchange rate under which Delphi Technologies shareholders will receive 0.4307 one-eyewarner shares for each Delphi Technologies share. This means a 5% reduction in the foreign exchange ratio compared to the exchange rate in the original agreement. Under the amended terms, the current shareholders of BorgWarner and Delphi Technologies would hold approximately 85% and 15% of the outstanding shares of the combined company after the closing of the transaction. All other terms of the original final transaction agreement remain substantially the same.