ITEM 5.07. Submission of Matters to a Vote of Security Holders.
On June 25, 2020, Delphi Technologies PLC, a public limited company organized
under the Laws of the Bailiwick of Jersey ("Delphi Technologies"), held a
special court-ordered meeting of shareholders (the "Court Meeting") and an
extraordinary general meeting of shareholders (the "Extraordinary General
Meeting"), in each case, in connection with the previously announced transaction
with BorgWarner Inc., a Delaware corporation ("BorgWarner"), pursuant to which
BorgWarner will acquire Delphi Technologies in an all-stock transaction.
The final results of voting on each of the items submitted to a vote of Delphi
Technologies' shareholders at the Court Meeting and the Extraordinary General
Meeting are as follows:
Court Meeting
Scheme Proposal: To approve the scheme of arrangement in its original form or
with or subject to any modification(s), addition(s) or condition(s) approved or
imposed by the Royal Court of Jersey.
The following votes were cast at the meeting and the proposal was approved:
For Against
68,048,660 31,498
In addition, a majority of shareholders of record voted in favor of the
proposal.
Extraordinary General Meeting
Scheme and Articles Amendment Proposal: To authorize the directors of Delphi
Technologies to take all such actions as they consider necessary or appropriate
for carrying the scheme of arrangement into effect and to amend the articles of
association of Delphi Technologies so that any Delphi Technologies shares that
are issued on or after the Voting Record Time (as defined in the scheme of
arrangement) to persons other than BorgWarner or its nominee(s) will either be
subject to the terms of the scheme of arrangement or immediately and
automatically acquired by BorgWarner and/or its nominee(s) for the scheme
consideration.
The following votes were cast at the meeting and the proposal was approved:
For Against Abstain
67,423,822 58,667 837,008
Compensation Proposal: To approve, on a non-binding, advisory basis, specified
compensatory arrangements between Delphi Technologies and its named executive
officers relating to the transaction.
The following advisory votes were cast at the meeting and the proposal was
approved:
For Against Abstain
33,866,857 33,234,150 1,218,490
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Item 8.01 Other Events.
On June 25, 2020, Delphi Technologies issued a press release announcing the
shareholder approval of the transaction. A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release, dated June 25, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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 BorgWarner's respective current views with respect to future
events, including the proposed transaction, and financial performance or that
are based on their respective management's 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 BorgWarner's 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 BorgWarner's
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 completed; failure to obtain regulatory approvals or to
satisfy any of the other conditions to the proposed transaction; adverse effects
on the market price of BorgWarner's shares of common stock and on Delphi
Technologies' or BorgWarner's operating results; failure to realize the expected
benefits of the proposed transaction; failure to promptly and effectively
integrate Delphi Technologies' businesses; negative effects relating to any
announcements relating to the proposed transaction on the market price of Delphi
Technologies' ordinary shares or BorgWarner's 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 Delphi Technologies, BorgWarner or the
combined company following the consummation of the proposed transaction; changes
in global, political, economic, business, competitive, market and regulatory
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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 BorgWarner's 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 "Management's 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
BorgWarner's most recent Annual Report on Form 10-K filed with the SEC and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on February 13, 2020, and the information under the caption "Risk
Factors" in BorgWarner's 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.
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