Acquisition by BorgWarner

15.02.2022

BorgWarner Completes Acquisition of AKASOL AG

The merger of AKASOL with BorgWarner was successfully completed. In the final step, the remaining shares of AKASOL AG were transferred to ABBA BidCo AG, a subsidiary of BorgWarner. Shares of AKASOL AG will therefore no longer be traded on the relevant stock exchanges. AKASOL will continue as an independent brand. Please find below the press release from BorgWarner on the successful merger.

BorgWarner Inc. today announced that it has completed its acquisition of AKASOL AG. The combination of BorgWarner and AKASOL is expected to significantly strengthen the company’s commercial vehicle and industrial electrification capabilities, which positions the company to capitalize on what it believes to be a fast-growing battery systems market.

“We are pleased to complete our acquisition of AKASOL and welcome AKASOL’s talented employees in Germany and the United States to BorgWarner,” said Frédéric Lissalde, President and CEO, BorgWarner. “AKASOL is an excellent strategic fit as BorgWarner seeks to continue to expand its electrification portfolio and capitalize on the profound industry shift towards electrification.”

AKASOL represents ~20 to ~25% of the inorganic sales underlying Project Charging Forward, contributing ~$600 million in expected electric vehicle revenue by 2025. Project Charging Forward was announced in March 2021 and aims to grow the company’s revenue from electric vehicles to ~45% of total revenue by 2030.

The completion of the merger squeeze-out was the final step to achieve full control and ownership of AKASOL. At completion of the transaction, the shares of all minority shareholders were automatically transferred to ABBA BidCo AG by operation of law. At the same time, AKASOL AG has been merged into ABBA BidCo AG and AKASOL common stock will cease to be traded on the relevant Stock Exchanges. Sven Schulz, the former CEO of AKASOL, will continue in a consulting role with BorgWarner through the second quarter of the year.

About BorgWarner
BorgWarner Inc. (NYSE: BWA) is a global product leader in delivering innovative and sustainable mobility solutions for the vehicle market. Building on its original equipment expertise, BorgWarner also brings market-leading product and service solutions to the global aftermarket. With manufacturing and technical facilities in 93 locations in 22 countries, the company employs approximately 49,000 people worldwide. For more information, please visit borgwarner.com.

Forward-Looking Statements: This press release may contain forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act that are based on management’s current outlook, expectations, estimates and projections. Words such as “anticipates,” “believes,” “continues,” “could,” “designed,” “effect,” “estimates,” “evaluates,” “expects,” “forecasts,” “goal,” “guidance,” “initiative,” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “project,” “pursue,” “seek,” “should,” “target,” “when,” “will,” “would,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Further, all statements, other than statements of historical fact contained or incorporated by reference in this press release that we expect or anticipate will or may occur in the future regarding our financial position, business strategy and measures to implement that strategy, including changes to operations, competitive strengths, goals, expansion and growth of our business and operations, plans, references to future success and other such matters, are forward-looking statements. Accounting estimates, such as those described under the heading “Critical Accounting Policies and Estimates” in Item 7 of our most recently-filed Annual Report on Form 10-K (“Form 10-K”), are inherently forward-looking. All forward-looking statements are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. Forward-looking statements are not guarantees of performance, and the Company’s actual results may differ materially from those expressed, projected or implied in or by the forward-looking statements.
You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Forward-looking statements are subject to risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed, projected or implied in or by the forward-looking statements. These risks and uncertainties, among others, include: supply disruptions impacting us or our customers, such as the current shortage of semiconductor chips that has impacted original equipment manufacturer (“OEM”) customers and their suppliers, including us; commodities availability and pricing; competitive challenges from existing and new competitors including OEM customers; the challenges associated with rapidly-changing technologies, particularly as relates to electric vehicles, and our ability to innovate in response; uncertainties regarding the extent and duration of impacts of matters associated with the COVID-19 pandemic, including additional production disruptions; the difficulty in forecasting demand for electric vehicles and our electric vehicles revenue growth; the possibility that the proposed acquisition of Santroll’s light vehicle eMotor business will not be consummated; the ability to identify targets and consummate acquisitions on acceptable terms; failure to realize the expected benefits of acquisitions on a timely basis including our recent acquisition of AKASOL AG and our 2020 acquisition of Delphi Technologies PLC; the ability to identify appropriate combustion portfolio businesses for disposition and consummate planned dispositions on acceptable terms; the failure to promptly and effectively integrate acquired businesses; the potential for unknown or inestimable liabilities relating to the acquired businesses; our dependence on automotive and truck production, both of which are highly cyclical and subject to disruptions; our reliance on major OEM customers; fluctuations in interest rates and foreign currency exchange rates; our dependence on information systems; the uncertainty of the global economic environment; the outcome of existing or any future legal proceedings, including litigation with respect to various claims; future changes in laws and regulations, including, by way of example, taxes and tariffs, in the countries in which we operate; impacts from any potential future acquisition or disposition transactions; and the other risks noted in reports that we file with the Securities and Exchange Commission, including Item 1A, “Risk Factors” in our most recently-filed Form 10-K and/or Quarterly Report on Form 10-Q. We do not undertake any obligation to update or announce publicly any updates to or revisions to any of the forward-looking statements in this press release to reflect any change in our expectations or any change in events, conditions, circumstances, or assumptions underlying the statements.

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