Sevcon Signs Definitive Agreement to be Acquired by BorgWarner
July 17 2017 - 7:30AM
Sevcon, Inc. (“Sevcon” or the “Company”) (Nasdaq:SEV), a world
leader in the design and manufacture of controls and battery
chargers for zero emission electric and hybrid vehicles, today
announced that it has entered into a definitive merger agreement
with BorgWarner Inc. that provides for BorgWarner to acquire all of
the outstanding shares of Sevcon’s common stock for $22.00 per
share in cash and all of the outstanding shares of Sevcon’s Series
A Convertible Preferred Stock for a price per share on an
as-converted basis equal to the common stock, together with payment
of any accrued and unpaid dividends. The total transaction
value, including the assumption of indebtedness, is expected to be
approximately $200 million at the closing of the transaction.
The transaction price of $22.00 per share represents a 61%
premium to the closing sale price of common stock of the Company on
Friday, July 14, 2017 and a 64% premium to the 30-day volume
weighted average price of common stock of the Company.
“The proposed merger with BorgWarner provides substantial value
to our stockholders and the chance for Sevcon to maximize previous
growth investments and capitalize on greater opportunities as a
part of a much larger organization with significant market
presence,” said Sevcon President and CEO Matt Boyle.
The Sevcon Board of Directors has unanimously approved the
merger agreement and has recommended approval of the merger by
Sevcon’s stockholders. The transaction is expected to close in the
fourth calendar quarter of 2017 and is contingent on the approval
of Sevcon’s stockholders, and is subject to the satisfaction or
waiver of certain other closing conditions. The transaction is not
subject to a financing condition.
Rothschild Inc. is acting as financial advisor to Sevcon, with
Skadden, Arps, Slate, Meagher & Flom LLP and Locke Lord LLP
acting as legal advisors.
About Sevcon
Sevcon is a global supplier of control and power solutions for
zero-emission, electric and hybrid vehicles. Its products control
on- and off-road vehicle speed and movement, integrate specialized
functions, optimize energy consumption and help reduce air
pollution. Sevcon’s Bassi Division produces battery chargers for
electric vehicles; power management and uninterrupted power source
systems for industrial, medical and telecom applications; and
electronic instrumentation for battery laboratories. The company
supplies customers from its operations in the U.S., U.K., France,
Germany, Italy, China and the Asia Pacific region, as well as
through an international dealer network. Learn more about Sevcon at
www.sevcon.com.
About BorgWarner
BorgWarner Inc. (NYSE:BWA) is a global product leader in clean
and efficient technology solutions for combustion, hybrid and
electric vehicles. With manufacturing and technical facilities in
62 locations in 17 countries, the company employs approximately
27,000 worldwide. For more information, please visit
borgwarner.com.
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Matt Boyle |
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President and
CEO |
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+1 (508) 733 3655
(US) |
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+44 7802260706
(ROW) |
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matt.boyle@sevcon.com |
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Matt Goldfarb |
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Chairman |
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+1 (917) 664-0051 |
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mgoldfarb@southportmidstream.com |
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Cautionary Statement Regarding Forward Looking
Statements
This document includes “forward-looking statements” within the
meaning of the securities laws. The words “will,” “expect,”
“believe,” “future” and similar expressions are intended to
identify information that is not historical in nature.
This document contains forward-looking statements relating to
the proposed transaction between Sevcon and BorgWarner. All
statements, other than historical facts, including statements
regarding the expected timing of the closing of the transaction;
the ability of the parties to complete the transaction considering
the various closing conditions; the competitive ability and
position of BorgWarner following completion of the proposed
transaction; and any assumptions underlying any of the foregoing,
are forward-looking statements. Such statements are based upon
current plans, estimates and expectations that are subject to
risks, uncertainties and assumptions. Should one or more of these
risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those indicated or anticipated by such forward-looking
statements. The inclusion of such statements should not be regarded
as a representation that such plans, estimates or expectations will
be achieved. You should not place undue reliance on such
statements. Important factors that could cause actual results to
differ materially from such plans, estimates or expectations
include, among others, that (1) one or more closing conditions to
the transaction may not be satisfied or waived, on a timely basis
or at all, including that the required approval by the shareholders
of Sevcon may not be obtained; (2) there may be a material adverse
change of Sevcon or the business of Sevcon may suffer as a result
of uncertainty surrounding the transaction; (3) the transaction may
involve unexpected costs, liabilities or delays; (4) legal
proceedings may be initiated related to the transaction; (5)
changes in economic conditions, political conditions, changes in
federal or state laws or regulation may occur; and (6) other risk
factors as detailed from time to time in Sevcon’s reports filed
with the Securities and Exchange Commission (the “SEC”), including
Sevcon’s Annual Report on Form 10-K for the year ended September
30, 2016 and subsequent Quarterly Reports on Form 10-Q which are
available on the SEC’s web site (www.sec.gov). There can be no
assurance that the merger will be completed, or if it is completed,
that it will close within the anticipated time period or that the
expected benefits of the merger will be realized.
Neither Sevcon nor BorgWarner undertakes any obligation to
update any forward-looking statement to reflect events or
circumstances after the date on which the statement is made or to
reflect the occurrence of unanticipated events.
Additional Information and Where to Find It
In connection with the proposed merger transaction, Sevcon
intends to file relevant materials with the SEC, including a
preliminary proxy statement on Schedule 14A. Following the filing
of the definitive proxy statement with the SEC, Sevcon will mail
the definitive proxy statement and a proxy card to each stockholder
entitled to vote at the special meeting relating to the proposed
merger. INVESTORS ARE URGED TO READ THE PROXY STATEMENT WHEN IT
BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
Investors will be able to obtain the proxy statement, as well as
other filings containing information about Sevcon, free of charge,
from the SEC’s web site (www.sec.gov). Investors may also obtain
Sevcon’s SEC filings in connection with the transaction, free of
charge, from Sevcon’s web site (www.sevcon.com) under the link
“Investors” and then under the tab “SEC Filings,” or by directing a
request to Sevcon, Matt Boyle, President and CEO.
Participants in the Merger Solicitation
The directors, executive officers and employees of Sevcon and
other persons may be deemed to be participants in the solicitation
of proxies in respect of the transaction. Information regarding
Sevcon’s directors and executive officers is available in its
definitive proxy statement for its 2017 annual meeting of
stockholders filed with the SEC on January 11, 2017. This document
can be obtained free of charge from the sources indicated above.
Other information regarding the interests of the participants in
the proxy solicitation will be included in the proxy statement when
it becomes available.
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