DEFA14A 1 bwa3713151-defa14a.htm SOLICITING MATERIAL UNDER 240.14A-12

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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☐ | Preliminary Proxy Statement
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ | Definitive Proxy Statement
☐ | Definitive Additional Materials
☒ | Soliciting Material under §240.14a-12

Delphi Technologies PLC
(Name of Registrant as Specified In Its Charter)
BorgWarner Inc.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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| (1) | Title of each class of securities to which transaction applies:
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EXPLANATORY NOTE

This filing relates to the proposed transaction between BorgWarner Inc. (the “Company”) and Delphi Technologies PLC (“Delphi Technologies”) pursuant to the Transaction Agreement, dated January 28, 2020, by and between the Company and Delphi Technologies.

The following documents and communications were distributed by the Company on January 28, 2020 and are filed herewith:

● | Investor Presentation of the Company, dated January 2020
● | Infographic
● | Social media posts
● | BorgWarner employee FAQ

Strengthens BorgWarner’s power electronics (PE) products, capabilities and scale | Enhances BorgWarner’s combustion, commercial vehicle and aftermarket businesses | Consistent with BorgWarner’s balanced propulsion strategy
Products: high voltage inverters, converters, on-board chargers and battery management systems Capabilities: software, systems integration and thermal management. Combined company to be well-positioned to take advantage of future propulsion migration | Delphi Technologies’ breadth of combustion propulsion products complements BorgWarner’s innovative portfolio of clean technologies Adding Delphi Technologies’ commercial vehicle and aftermarket business results in more balance across light vehicles, commercial vehicles and the aftermarket | Enables BorgWarner to maintain flexibility across combustion, hybrid and electric Positions the Company for the propulsion market of the future

| BORGWARNER TO ACQUIRE DELPHI TECHNOLOGIES: CREATING A PROPULSION SYSTEMS LEADER WELL POSITIONED FOR THE FUTURE |

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 BorgWarner’s respective current views with respect to future events, including the proposed transaction, and financial performance or that are based on their respective management’s current outlook, expectations, estimates and projections, including with respect to the combined group following the proposed transaction, if completed. Such forward-looking statements are subject to many risks, uncertainties and factors relating to Delphi Technologies’ or BorgWarner’s respective operations and business environment, which may cause the actual results of Delphi Technologies or BorgWarner to be materially different from any future results. All statements that address future operating, financial or business performance or Delphi Technologies’ or BorgWarner’s 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 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 BorgWarner’s shares of common stock and on Delphi Technologies’ or BorgWarner’s 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 BorgWarner’s 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 group 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 BorgWarner’s 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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” filed on February 21, 2019, and the information under the caption “Risk Factors” in BorgWarner’s most recent Annual Report on Form 10-K filed with the SEC and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on February 19, 2019.

Delphi Technologies’ and BorgWarner’s 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.

Twitter

$BWA announces acquisition of @delphitech as next step in BorgWarner’s balanced propulsion strategy. [INSERT LINK]

Frédéric Lissalde, President and CEO of $BWA: The acquisition of @delphitech will strengthen our power electronics products, capabilities and scale, creating one of the leading pure‐play propulsion companies globally. The transaction is expected to be meaningfully accretive to adjusted GAAP earnings per share in the second full year after closing while preserving our strong balance sheet. [INSERT LINK]

LinkedIn

Today we announced we have entered into a definitive agreement to acquire @Delphi Technologies. This exciting transaction represents the next step in our balanced propulsion strategy and together, we plan to be able to move faster to address market trends toward electrification. Read more here: [INSERT LINK]

Facebook

Today, BorgWarner announced that it has entered into an agreement to acquire @Delphi Technologies. Based in London, Delphi Technologies is a global provider of vehicle propulsion systems and, like BorgWarner, is committed to creating technologies to improve efficiency, emissions and performance in all types of vehicles. This transaction represents the next step in our balanced propulsion strategy, strengthening our position in electrified propulsion as well as our combustion, commercial vehicle and aftermarket businesses.

“Delphi Technologies will bring proven leading power electronics technologies, talent and scale that will complement our hybrid and electric vehicle propulsion offerings. As a combined company, we look forward to delivering enhanced solutions to our customers while driving increased value for our stockholders,” said Frédéric Lissalde, BorgWarner President and Chief Executive Officer. [INSERT LINK]

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 BorgWarner’s respective current views with respect to future events, including the proposed transaction, and financial performance or that are based on their respective management’s current outlook, expectations, estimates and projections, including with respect to the combined group following the proposed transaction, if completed. Such forward-looking statements are subject to many risks, uncertainties and factors relating to Delphi Technologies’ or BorgWarner’s respective operations and business environment, which may cause the actual results of Delphi Technologies or BorgWarner to be materially different from any future results. All statements that address future operating, financial or business performance or Delphi Technologies’ or BorgWarner’s 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 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 BorgWarner’s shares of common stock and on Delphi Technologies’ or BorgWarner’s 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 BorgWarner’s 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 group 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 BorgWarner’s 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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” filed on February 21, 2019, and the information under the caption “Risk Factors” in BorgWarner’s most recent Annual Report on Form 10‐K filed with the SEC and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on February 19, 2019.

Delphi Technologies’ and BorgWarner’s 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.

NOTE: To be distributed to all employees along with employee video.

1. What was announced?

● | Today, BorgWarner announced that it has entered into an agreement to acquire Delphi Technologies.
● | This is an exciting transaction that represents the next step in BorgWarner’s balanced propulsion strategy, strengthening our position in electrified propulsion as well as our combustion, commercial vehicle and aftermarket businesses.

2. Who is Delphi Technologies?

● | Delphi Technologies is a London-based global provider of vehicle propulsion systems.
● | Delphi Technologies has 12 major technical centers, 24 manufacturing sites and the company generated $4.36 billion of revenue in 2019.
● | Delphi Technologies has more than 25 years of experience in power electronics and recently completed the construction and launch of three new facilities in China, Poland and Mexico. They also have a broad portfolio of complementary combustion technologies as well as competitive commercial vehicle and aftermarket products.
● | If you are interested in learning more about Delphi Technologies, you can visit www.delphi.com.

3. Why is BorgWarner acquiring Delphi Technologies? How does this fit into BorgWarner’s strategy?

● | This transaction represents the next step in our balanced propulsion strategy, strengthening our position in electrified propulsion as well as our combustion, commercial vehicle and aftermarket businesses.
● | Delphi Technologies brings industry leading power electronics technology and talent, with an established production, supply and customer base.
● | Once we complete the Delphi Technologies transaction, we would be able to offer customers more complete electrified propulsion systems.
● | This will be differentiating for BorgWarner and enhance our propulsion leadership.

4. When will the transaction be completed and what can employees expect between now and then?

● | The transaction is expected to be completed in the second half of 2020, subject to approval by Delphi Technologies stockholders, the satisfaction of customary closing conditions and receipt of regulatory approvals.
● | Until the transaction closes, BorgWarner and Delphi Technologies will continue to operate as separate companies and we ask that you stay focused on continuing to deliver for our customers.
● | We will keep employees updated on key developments.

5. Where will the company be headquartered and who will lead it?

● | Following the close of the transaction, the combined company will be headquartered in Auburn Hills, Michigan.
● | Following the closing of the transaction, the combined company will be led by Frédéric Lissalde, BorgWarner’s President and CEO, and Kevin Nowlan, BorgWarner’s CFO.
● | Following the close of the transaction, the company will continue to operate as BorgWarner Inc.

6. How will Delphi Technologies employees be integrated into the BorgWarner organization?

● | It is still early in the process, and details regarding bringing together our organizations will be determined as part of our integration planning.
● | We will name an integration champion shortly.

7. Will our reporting structure change?

● | For the time being, no. There may be reporting or structural changes after the transaction closes, but for now it is business as usual.

8. Will our healthcare or benefits change?

● | We do not anticipate any changes in this area as a result of this transaction.

9. Will this transaction impact employee compensation or bonuses?

● | We are operating as usual and do not expect changes to employee compensation or bonuses as a result of this announcement.
● | Of course, we regularly review our compensation plans to ensure they are competitive and structured to incentivize and reward success, and we will continue to do that.

10. How soon can BorgWarner employees interact with Delphi Technologies employees?

● | You should not engage with Delphi Technologies employees unless you are directed to do so.

11. What does this mean for customers, suppliers, and other business partners?

● | Please tell them that it is business as usual and we are as focused as ever on providing all of our customers with the exceptional products and service that they have come to expect from BorgWarner.

12. What should I say if I’m contacted by the media, an analyst or an investor about the transaction?

● | We expect today’s announcement may lead to increased interest from the media, analysts and our investors.
● | Consistent with company policy, please refer all media inquiries to Scott Gallett, and analyst and investor inquiries to Pat Nolan. They will handle from there.
● | Please do not comment about this announcement on any social media platforms. Please refer to the company’s social media policy if you have questions.

13. Who can I contact if I have more questions?

● | If you have questions or concerns beyond what is provided in the Employee FAQ, please contact your manager.
● | We will continue to keep you updated on important developments as we move through the transaction process.
● | Please note that, while we may not have all of the answers to your questions today, we want to hear your thoughts, so please continue to reach out.

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 BorgWarner’s respective current views with respect to future events, including the proposed transaction, and financial performance or that are based on their respective management’s current outlook, expectations, estimates and projections, including with respect to the combined group following the proposed transaction, if completed. Such forward-looking statements are subject to many risks, uncertainties and factors relating to Delphi Technologies’ or BorgWarner’s respective operations and business environment, which may cause the actual results of Delphi Technologies or BorgWarner to be materially different from any future results. All statements that address future operating, financial or business performance or Delphi Technologies’ or BorgWarner’s 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 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 BorgWarner’s shares of common stock and on Delphi Technologies’ or BorgWarner’s 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 BorgWarner’s 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 group 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 BorgWarner’s 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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” filed on February 21, 2019, and the information under the caption “Risk Factors” in BorgWarner’s most recent Annual Report on Form 10-K filed with the SEC and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on February 19, 2019.

Delphi Technologies’ and BorgWarner’s 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.