AUBURN HILLS, Mich., Jan. 4 /PRNewswire-FirstCall/ -- BorgWarner Inc.
(NYSE: BWA) announced today that, through one of its wholly-owned German
subsidiaries, it has completed the purchase of approximately 62% of the
outstanding shares of German-based Beru AG from its major shareholders, The
Carlyle Group and a group of family shareholders. The purchase was a cash
transaction at a price of euro 59 per share or euro 367 million (approximately
US $490 million at current exchange rate of 1.335). Of the euro 367 million
in financing, euro 240 million was borrowed locally and the remainder was
funded by available cash balances.
"We are excited to team up with Beru, a technology leader much like
BorgWarner," said Timothy M. Manganello, Chairman and CEO of BorgWarner.
"Having a majority ownership in Beru gives us additional access to the fast-
growing diesel market and enhances our sensor and engine electronics
expertise. In addition, Beru's technology and product expertise complements
and strengthens our market presence with global automakers. Beru produces
excellent products, has an expanding business in one of the fastest growing
sectors of the automotive market, and has a strong and well-respected senior
management team. We intend to maintain Beru as a stand-alone business of
BorgWarner within our Engine Group and do not anticipate employment changes as
a result of this transaction."
The transaction is expected to be accretive to earnings beginning in 2005.
Beru results will be consolidated within the BorgWarner Engine Group beginning
in the first quarter of 2005.
Headquartered in Ludwigsburg, Germany, Beru AG is a leading global
automotive supplier and manufacturer of diesel cold starting technology (glow
plugs and instant starting systems); gasoline ignition technology (spark plugs
and ignition coils); and electronic and sensor technology (tire pressure
sensors, diesel cabin heaters and selected sensors.) Beru's major customers
include, among others, BMW, DCX, GM/Fiat, VW/Audi, Ford, Porsche, PSA,
Renault, Isuzu, Siemens VDO, Valeo, Deutz, and MAN. Beru employs
approximately 2,700 employees. On a trailing twelve-month basis ending
September 30, 2004, Beru's net income was euro 36.8 million excluding
exceptional items on sales of euro 379.9 million.
BorgWarner Inc. (NYSE: BWA) is a product leader in highly engineered
components and systems for vehicle powertrain applications worldwide. The
company operates manufacturing and technical facilities in 43 locations in 14
countries. Customers include Ford, DaimlerChrysler, General Motors, Toyota,
Honda, Hyundai/Kia, Caterpillar, Navistar International, Renault/Nissan,
Peugeot and VW/Audi.
Additional Information
BorgWarner Germany GmbH, a wholly-owned subsidiary of BorgWarner Inc. (the
"Company"), has commenced, in accordance with German law, a public tender
offer (the "Tender Offer") for all of Beru AG's remaining outstanding stock.
This Tender Offer is not being made directly or indirectly in or into the
United States, or by use of the mails of, or by any means or instrumentality
(including, without limitation, the mail, facsimile transmission, telex or
telephone) of interstate or foreign commerce or any facilities of any national
securities exchange of the United States. The Tender Offer will not, and
should not, be accepted by any such use, means, instrumentality or facility
involving or from within the United States, and United States persons will not
have the Tender Offer available to them, directly or indirectly, within the
United States. Accordingly, information regarding the Tender Offer is not
meant for publication or distribution in or into the United States nor does it
represent an extension of a tender offer into the United States.
This communication is for information purposes only. It shall not
constitute an offer to purchase, sell or exchange or the solicitation of an
offer to purchase, sell or exchange any securities of Beru. The distribution
of this news release may, in some countries, be restricted by law or
regulation. Accordingly, persons who come into possession of this document
should inform themselves of and observe these restrictions.
Forward-Looking Statements
Statements contained in this news release may contain forward-looking
statements as contemplated by the 1995 Private Securities Litigation Reform
Act that are based on management's current expectations, estimates and
projections. Words such as "expects," "anticipates," "intends," "plans,"
"believes," "estimates," variations of such words and similar expressions are
intended to identify such forward-looking statements. Forward-looking
statements are subject to risks and uncertainties, many of which are difficult
to predict and generally beyond the control of the Company, that could cause
actual results to differ materially from those expressed, projected or implied
in or by the forward-looking statements. Such risks and uncertainties
include: fluctuations in domestic or foreign automotive production, the
continued use of outside suppliers by original equipment manufacturers,
fluctuations in demand for vehicles containing the Company's products, general
economic conditions, as well as other risks detailed in the Company's filings
with the Securities and Exchange Commission, including the Cautionary
Statements filed as Exhibit 99.1 to the Form 10-K for the fiscal year ended
December 31, 2003. The Company does not undertake any obligation to update
any forward-looking statement.
SOURCE BorgWarner Inc.
-0- 01/04/2005
/CONTACT: Mary Brevard of BorgWarner Inc., +1-248-373-2406; or A&B FD (PR
for BorgWarner): Ivo Lingnau, +49 (0)69 92037 133/
/Web site: http://www.bwauto.com /
(BWA)
CO: BorgWarner Inc.; Beru AG; Carlyle Group
ST: Michigan, Germany
IN: AUT
SU: TNM
TM-AM
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2846 01/04/2005 16:16 EST http://www.prnewswire.com
