EX-99
2
eberu14.txt
Immediate Release
Contact: Mary Brevard, 248-373-2406
A&B FD (PR for BorgWarner):
Ivo Lingnau, +49 (0)69 92037 133
BORGWARNER BUYS MAJORITY STAKE IN BERU AG
FOR EURO 367 MILLION;
DEAL EXPANDS BORGWARNER'S ENGINE TECHNOLOGY
IN RAPIDLY GROWING DIESEL MARKET AND
ELECTRONICS
Auburn Hills, Michigan, January 4, 2005
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 E59 per
share or E367 million (approximately US $490
million at current exchange rate of 1.335).
Of the E367 million in financing, E240
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
E36.8 million excluding exceptional items on
sales of E379.9 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.
###

EX - 99 2 eberu14 . txt Immediate Release Contact : Mary Brevard , 248 - 373 - 2406 A & B FD ( PR for BorgWarner ) : Ivo Lingnau , + 49 ( 0 ) 69 92037 133 BORGWARNER BUYS MAJORITY STAKE IN BERU AG FOR EURO 367 MILLION ; DEAL EXPANDS BORGWARNER 'S ENGINE TECHNOLOGY IN RAPIDLY GROWING DIESEL MARKET AND ELECTRONICS Auburn Hills , Michigan , January 4 , 2005 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 E59 per share or E367 million ( approximately US $ 490 million at current exchange rate of 1 . 335 ) . Of the E367 million in financing , E240 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 E36 . 8 million excluding exceptional items on sales of E379 . 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 . # # #
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