29 May 2020
Dear Colleagues
We recently achieved some important
milestones that I would like to share.
BorgWarner and Delphi Technologies have submitted all the regulatory filings required by the countries that need
to approve the transaction. In addition, earlier this week, we filed our definitive proxy statement and scheduled our shareholder meeting to approve the transaction for June 25, 2020. We continue to expect the transaction to close in the second
half of 2020, subject to the approval by our shareholders, the receipt of regulatory approvals and the satisfaction of other closing conditions.
The
integration planning teams continue to make good progress. And we are prioritizing meetings between BorgWarner and as many of our people as possible, in support of the planning for the future combined organization. Our weekly Steering Committee
meetings continue at the highest levels, and we also recently held our second full-day Executive Committee meeting. Overall, efforts have proceeded virtually, with good effectiveness and efficiency.
In the coming weeks, there are a number of activities planned, including more talent familiarization meetings, virtual site visits, a value capture summit,
and a Day 1 readiness review. The integration teams have made tremendous progress and are working steadily to ensure both companies are ready when Day 1 arrives.
I wish everyone the best in staying safe, and Ill continue to provide updates as we progress.
Regards,
Paul Farrell
Senior Vice President Strategy and Corporate Development
and
Integration Lead
No Offer or Solicitation
This communication is being
made in respect of the proposed acquisition (the proposed transaction) of Delphi Technologies PLC (Delphi Technologies) by BorgWarner Inc. (BorgWarner). This communication is not intended to and does not
constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the proposed transaction or
otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States. No offer of
securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended (the Securities Act), or pursuant to an exemption from, or in a transaction not subject to, such registration
requirements. Any securities issued in the proposed transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the Securities Act.
Participants in the Solicitation
Delphi Technologies,
BorgWarner and certain of their respective directors, executive officers and employees may be deemed participants in the solicitation of proxies from Delphi Technologies shareholders in respect of the proposed transaction. Information
regarding the foregoing persons, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission (the
SEC) on May 26, 2020 (the definitive proxy statement) and any other relevant documents filed or to be filed with the SEC. You can find information about Delphi Technologies directors and executive officers in its
Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2019 and its definitive proxy statement filed with the SEC on Schedule 14A on
March 15, 2019. You can find information about BorgWarners directors and executive officers in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and its definitive
proxy statement filed with the SEC on Schedule 14A on March 20, 2020.
Additional Information and Where to Find It
This communication may be deemed solicitation material in respect of the proposed transaction. In connection with the proposed transaction, Delphi Technologies
filed with the SEC the definitive proxy statement and may file with the SEC other relevant documents. This communication does not constitute a solicitation of any vote or approval. Before making any voting decision, Delphi Technologies
shareholders are urged to read the definitive proxy statement and any other relevant documents filed or to be filed with the SEC in connection with the proposed transaction or incorporated by reference in the definitive proxy statement carefully and
in their entirety when they become available because they contain or will contain important information about the proposed transaction and the parties to the proposed transaction.
Investors are able to obtain free of charge the definitive proxy statement and other documents filed with the SEC (when available) at the SECs website
at http://www.sec.gov. In addition, the definitive proxy statement and Delphi Technologies and BorgWarners respective annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934, as
amended, are available free of charge through Delphi Technologies and BorgWarners websites at www.delphi.com and www.borgwarner.com, respectively, as soon as reasonably practicable after they are electronically filed with, or furnished
to, the SEC.
Notice Regarding 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 BorgWarners respective current views with respect to future events, including the proposed transaction, and financial performance or that are based on their respective managements current outlook, expectations,
estimates and projections, including with respect to the combined company following the proposed transaction, if completed. Such forward-looking statements are subject to many risks, uncertainties and factors relating to Delphi Technologies or
BorgWarners respective operations and business environment, which may cause the actual results of Delphi Technologies or BorgWarner to be materially different from those indicated in the forward-looking statements. All statements that address
future operating, financial or business performance or Delphi Technologies or BorgWarners 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 shareholder approvals, 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 BorgWarners shares of common stock and on Delphi Technologies or BorgWarners
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
BorgWarners 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
company 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; the scope and duration of the COVID-19 pandemic and actions taken by governmental authorities in response thereto; the significant and unprecedented market disruption caused by the COVID-19 pandemic and its impact on the businesses, operations and financial conditions of BorgWarner and Delphi Technologies; competitive developments; and the timing and occurrence (or non-occurrence) of other events or circumstances that may be beyond Delphi Technologies or BorgWarners 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 Managements Discussion and Analysis of Financial Condition and Results of Operations filed on February 13, 2020, the information
under the caption Risk Factors in Delphi Technologies Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 filed with the SEC on May 7, 2020, the information under the
caption Risk Factors in BorgWarners most recent Annual Report on Form 10-K filed with the SEC and Managements Discussion and Analysis of Financial Condition and Results of
Operations on February 13, 2020, and the information under the caption Risk Factors in BorgWarners Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 filed
with the SEC on May 6, 2020.
Any forward-looking statements by Delphi Technologies or BorgWarner 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.
General
The release, publication or distribution of this communication in or into certain jurisdictions may be restricted by the laws of those jurisdictions.
Accordingly, copies of this communication and all other documents relating to the proposed transaction are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any such jurisdictions.
Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies involved in the proposed transaction disclaim any responsibility or liability for the violations of any such restrictions by any person.
Any response in relation to the proposed transaction should be made only on the basis of the information contained in the definitive proxy statement and other
relevant documents. Delphi Technologies shareholders are advised to read carefully the formal documentation in relation to the proposed transaction, including the definitive proxy statement, the annexes and the documents incorporated by reference
into the definitive proxy statement and any other relevant documents filed or to be filed with the SEC by Delphi Technologies in connection with the proposed transaction.