AUBURN
HILLS, Mich., Feb. 22,
2024 /PRNewswire/ -- BorgWarner Inc. (NYSE: BWA)
("the Company") today announced that it has received notice of an
unsolicited mini-tender offer by TRC Capital Investment Corporation
of Ontario, Canada, to purchase up
to 4 million shares of BorgWarner common stock at a price of
$28.80 per share in cash. TRC Capital
Investment's offer price of $28.80
per share represents a 4.51% discount below BorgWarner Inc.'s
closing price on February 20, 2024,
the last trading day before the offer commenced (which represents a
5.94% discount below BorgWarner Inc.'s closing price today,
February 22, 2024). The offer is for
approximately 1.74% of the shares of common stock outstanding at
December 31, 2023.
BorgWarner does not endorse TRC Capital Investment's unsolicited
mini-tender offer and recommends that stockholders do not tender
their shares in response to TRC Capital Investment's offer because
the offer is at a price below the current market price for
BorgWarner's shares and subject to numerous conditions.
BorgWarner is not affiliated or associated in any way with TRC
Capital Investment, its mini-tender offer, or its offer
documentation.
TRC Capital Investment has made many similar mini-tender offers
for shares of other companies. Mini-tender offers seek to acquire
less than 5 percent of a company's shares outstanding, thereby
avoiding many disclosure and procedural requirements of the U.S.
Securities and Exchange Commission (SEC) that apply to offers for
more than 5 percent of a company's shares outstanding. As a result,
mini-tender offers do not provide investors with the same level of
protections as provided for larger tender offers under U.S.
securities laws.
BorgWarner encourages brokers and dealers, as well as other
market participants, to review the SEC's guidance to investors on
mini-tender offers found here: SEC.gov | Mini-Tender Offers:
Tips for Investors.
Shareholders should consult with their broker or financial
advisor and exercise caution with respect to TRC Capital
Investment's mini-tender offer. Shareholders who have already
tendered their shares may withdraw them at any time prior to the
expiration of the offer by providing the written notice described
in the TRC Capital Investment offer documents. According to the
offer documents, the offer is currently scheduled to expire at
12:01 a.m., New York City time, on March 21, 2024, unless TRC Capital Investment
extends or terminates the offer earlier.
BorgWarner requests that a copy of this news release be included
with all distributions of materials related to TRC Capital
Investment's mini-tender offer related to BorgWarner common
stock.
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.
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SOURCE BorgWarner Inc.