AUBURN HILLS, Mich. and
DARMSTADT, Germany, Feb. 15, 2021 /PRNewswire/ -- BorgWarner Inc.
(NYSE: BWA) and AKASOL AG (ETR: ASL) today announced that they have
signed a Business Combination Agreement ("BCA") to position
BorgWarner to significantly expand its commercial vehicle
electrification capabilities. As part of the agreement, a
wholly-owned subsidiary of BorgWarner will launch a voluntary
public takeover offer at €120.00 per share in cash for all
outstanding shares of AKASOL ("the Offer"). Holders of
approximately 59% of AKASOL's outstanding shares have committed
through Irrevocable Undertakings to accept the Offer with respect
to their shares. The Offer represents a premium of approximately
23% to AKASOL's three-month volume-weighted average share price
prior to announcement and values AKASOL at a total enterprise value
of approximately €754 million2, which includes the
assumption of €27 million of net debt.
Headquartered in Darmstadt, Germany, AKASOL designs and manufactures
customizable battery packs for use in buses, commercial vehicles,
rail vehicles and industrial vehicles, as well as in ships and
boats. AKASOL's proprietary system technology is cell-agnostic,
providing a low-cost, flexible solution to world-class customers.
With more than 300 full-time employees and three facilities across
Germany and one facility in
the United States, AKASOL believes
it is well positioned to capitalize on the large market opportunity
across Europe and North America.
"AKASOL is an excellent strategic fit as BorgWarner seeks to
continue to expand its electrification portfolio and capitalize on
the profound industry shift towards electrification. AKASOL's
manufacturing footprint and established, in-production customer
base are complementary to BorgWarner's and would accelerate our
foothold into the fast-growing commercial vehicle and off-highway
battery pack market," said Frédéric Lissalde, President and CEO of
BorgWarner. "AKASOL is highly-regarded as a reputable and reliable
partner, and like us, they have a customer-first mentality and a
culture of innovation and environmentally friendly technology
leadership. We look forward to welcoming their incredibly talented
team to BorgWarner."
BorgWarner believes the acquisition would significantly
strengthen its commercial vehicle and off-highway battery systems
business as it continues to execute its electrification strategy.
With the global, lithium-ion battery market for electric vehicles
expected to grow, AKASOL believes it is well positioned to meet the
demand for battery systems in the global electric commercial
vehicle market.
"The Executive Board welcomes the strategic partnership with
BorgWarner, as it offers significant strategic perspectives to
AKASOL," said Sven Schulz, CEO and
Founder of AKASOL. "BorgWarner shares our vision of emission-free
mobility, and with joint forces, we will expand AKASOL's technology
and market leadership for high-performance battery systems."
Transaction Terms
As part of the agreement, a
wholly-owned subsidiary of BorgWarner will launch a voluntary
public takeover offer at €120.00 per share in cash for all
outstanding shares of AKASOL. Both the Executive Board and
Supervisory Board of AKASOL fully support the Offer.
BorgWarner has already secured commitments from the holders of
approximately 59% of all outstanding shares of AKASOL via
irrevocable undertakings, including from an entity controlled by
Schulz.
AKASOL is expected to continue to be run independently from its
Darmstadt headquarters, and BorgWarner intends to be represented on
the Supervisory Board in a manner which appropriately reflects its
shareholding. It is currently expected that CEO Schulz, CFO
Carsten Bovenschen and CTO
Stephen Raiser will continue their
roles after completion of the transaction.
The Offer, which has been unanimously approved by the
BorgWarner Board of Directors and the AKASOL Supervisory Board, is
expected to be completed late in the second quarter of 2021,
subject to the satisfaction of applicable regulatory approvals, as
well as other closing conditions. The acceptance period under the
Offer is expected to commence by the end of March. The Offer will
contain a minimum acceptance threshold of 50% of the AKASOL shares
issued plus one share that will be achieved upon the tendering of
shares by the shareholders that have irrevocably committed.
BorgWarner does not currently intend to enter into a domination
agreement and / or profit and loss transfer agreement with
AKASOL.
BorgWarner currently anticipates that the transaction will be
funded primarily with existing cash balances and potentially some
incremental debt. For the purpose of satisfying German "Cash
Confirmation" requirements, BorgWarner intends to secure a
$900 million, 364-day undrawn credit
facility.
Advisors
BofA Securities, Inc is acting as financial
advisor, and Foley & Lardner LLP and Freshfields Bruckhaus
Deringer are providing legal advice to BorgWarner. Berenberg is
acting as financial advisor and Hogan Lovells is acting as legal
advisor to AKASOL.
Transaction Presentation
A supplemental presentation
regarding the transaction is available on the investor relations
section of BorgWarner's website at
https://www.borgwarner.com/investors.
About BorgWarner
BorgWarner Inc. (NYSE: BWA) is a
global product leader in clean and efficient technology solutions
for combustion, hybrid and electric vehicles. Building on its
original equipment expertise, BorgWarner also brings market leading
product and service solutions to the global aftermarket. With
manufacturing and technical facilities in 96 locations in 24
countries, the company has approximately 50,000 employees
worldwide. For more information, please visit borgwarner.com.
About AKASOL
AKASOL is a leading German developer and
manufacturer of high-energy and high-performance lithium-ion
battery systems for use in buses, commercial vehicles, rail
vehicles and industrial vehicles, as well as in ships and boats.
With 30 years of experience, AKASOL is a pioneer in the development
and manufacture of lithium-ion battery systems for commercial
applications. Shares of AKASOL AG stock have been traded on the
Prime Standard segment of the Frankfurt Stock Exchange since
June 29, 2018.
Forward-Looking Statements
This press 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," "guidance," "initiative," "intends," "may,"
"outlook," "plans," "potential," "predicts," "project," "pursue,"
"seek," "should," "target," "when," "will," "would," and variations
of such words and similar expressions are intended to identify such
forward-looking statements. Further, all statements, other than
statements of historical fact contained or incorporated by
reference in this press release that we expect or anticipate will
or may occur in the future regarding our financial position,
business strategy and measures to implement that strategy,
including changes to operations, competitive strengths, goals,
expansion and growth of our business and operations, plans,
references to future success and other such matters, are
forward-looking statements. Accounting estimates, such as those
described under the heading "Critical Accounting Policies and
Estimates" in Item 7 of our Annual Report on Form 10-K for the year
ended December 31, 2019 ("Form
10-K"), are inherently forward-looking. All forward-looking
statements are based on assumptions and analyses made by us in
light of our experience and our perception of historical trends,
current conditions and expected future developments, as well as
other factors we believe are appropriate in the circumstances.
Forward-looking statements are not guarantees of performance, and
the Company's actual results may differ materially from those
expressed, projected or implied in or by the forward-looking
statements.
You should not place undue reliance on these forward-looking
statements, which speak only as of the date of this press release.
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. These risks and uncertainties, among others, include:
uncertainties regarding the extent and duration of impacts of
matters associated with COVID-19, including additional production
disruptions; the possibility that the proposed transaction will not
be consummated; failure to obtain necessary regulatory approvals or
to satisfy any of the other conditions to the proposed transaction;
adverse effects on the market price of BorgWarner's shares of
common stock and BorgWarner's operating results because of a
failure to complete the proposed transaction; failure to realize
the expected benefits of the proposed transaction; 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
BorgWarner's shares of common stock; the failure to realize the
expected benefits of the acquisition of Delphi Technologies PLC
that the Company completed on October 1,
2020; the failure to promptly and effectively integrate
acquired businesses; the potential for unknown or inestimable
liabilities relating to the acquired businesses; our dependence on
automotive and truck production, both of which are highly cyclical;
our reliance on major OEM customers; commodities availability and
pricing; supply disruptions; fluctuations in interest rates and
foreign currency exchange rates; availability of credit; the
uncertainty of the global economic environment; and the other risks
noted in reports that we file with the Securities and Exchange
Commission, including Item 1A, "Risk Factors" in our most
recently-filed Form 10-K and in our most recently-filed Form 10-Q.
We do not undertake any obligation to update or announce publicly
any updates to or revisions to any of the forward-looking
statements in this press release to reflect any change in our
expectations or any change in events, conditions, circumstances, or
assumptions underlying the statements.
Additional Information About the Offer
Additional
information regarding the Offer may be found at:
http://www.abba-offer.com.
Contacts
For BorgWarner:
IR
Patrick Nolan
Phone: +1 248-754-0884
Email: ir@borgwarner.com
PR
Michelle Collins
Phone: +1 248-754-0449
Email: mediacontact@borgwarner.com
For AKASOL:
AKASOL AG, Isabel
Heinen
Phone: +49 (0) 6103 48567-26
Email: isabel.heinen@akasol.com
1 Based on basic shares outstanding.
2 Reflecting latest reported AKASOL balance sheet items
as of 30 September 2020.
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SOURCE BorgWarner Inc.