AUBURN
HILLS, Mich., June 14,
2023 /PRNewswire/ -- BorgWarner today announced that
it expects to complete the spin-off of PHINIA at the end of the day
on July 3, 2023, as outlined in
PHINIA's final information statement filing with the Securities and
Exchange Commission. PHINIA common stock will be traded on the New
York Stock Exchange under the ticker symbol PHIN. The first day of
trading is expected to be Wednesday, July 5,
2023.
In December 2022, BorgWarner
announced its intent to spin off the Fuel Systems and Aftermarket
segments (later named PHINIA), consistent with its Charging
Forward strategy. Both companies held Investor Day events at
the New York Stock Exchange on June 6,
2023. During its event, BorgWarner announced the next phase
of its Charging Forward strategy, which is intended to focus
on advancing BorgWarner's position as a technology leader in
eProducts and leveraging the value of its foundational portfolio.
At its event, PHINIA leadership provided an overview of its
business, outlined key products and technologies, and reviewed the
financial outlook of the standalone company. All presentation
materials and webcasts of the events can be found on
borgwarner.com/investors.
Any holders of BorgWarner common stock who sell shares "regular
way" on or before the completion date will also be selling their
right to receive common stock of PHINIA. Investors are encouraged
to consult with their financial advisors regarding the specific
implications of buying or selling BorgWarner common stock on or
before the completion date.
About BorgWarner
For more than 130 years, BorgWarner
has been a transformative global product leader bringing successful
mobility innovation to market. Today, we're accelerating the
world's transition to eMobility — to help build a cleaner,
healthier, safer future for all.
About PHINIA
PHINIA is expected to be a product leader
in fuel systems, starters, alternators, and aftermarket
distribution, with a balanced and synergistic exposure among
Commercial Vehicle, Light Vehicle and Aftermarket end markets as
well as broad regional and customer exposures.
Forward-Looking Statements: This press release contains
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 most recently-filed Annual Report on
Form 10-K ("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
under 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
supply disruptions impacting us or our customers, such as the
current shortage of semiconductor chips that has impacted original
equipment manufacturer ("OEM") customers and their suppliers,
including us; commodity availability and pricing, and an inability
to achieve expected levels of recoverability in commercial
negotiations with customers concerning these costs; competitive
challenges from existing and new competitors including OEM
customers; the challenges associated with rapidly-changing
technologies, particularly as relates to electric vehicles, and our
ability to innovate in response; uncertainties regarding the extent
and duration of impacts of matters associated with the
COVID-19/coronavirus pandemic, including additional production
disruptions; the difficulty in forecasting demand for electric
vehicles and our electric vehicles revenue growth; potential
disruptions in the global economy caused by Russia's invasion of Ukraine; the ability to identify targets and
consummate acquisitions on acceptable terms; failure to realize the
expected benefits of acquisitions on a timely basis; our ability to
effect the intended tax-free spin-off of our Fuel Systems and
Aftermarket segments into a separate, publicly traded company on a
timely basis or at all; the potential that uncertainty during the
pendency of the spin-off transaction could affect our financial
performance; the possibility that the spin-off transaction will not
achieve its intended benefits; 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 and subject to disruptions; our
reliance on major OEM customers; fluctuations in interest rates and
foreign currency exchange rates; our dependence on information
systems; the uncertainty of the global economic environment; the
outcome of existing or any future legal proceedings, including
litigation with respect to various claims, or governmental
investigations, including related litigation; future changes in
laws and regulations, including, by way of example, taxes and
tariffs, in the countries in which we operate; impacts from any
potential future acquisition or disposition transactions; and the
other risks noted under Item 1A, "Risk Factors" in our most
recently-filed Form 10-K and/or Quarterly Report on 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.
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SOURCE BorgWarner