BorgWarner Inc. (NYSE:BWA) signed a business combination agreement to acquire Akasol AG (XTRA:ASL) from Morgan Stanley & Co. International plc, Lansdowne Partners (UK) LLP, Felix von Borck, Stephen Raiser, Schulz Group GmbH and others for approximately €730 Million on February 15, 2021. Under the terms, BorgWarner will make a cash tender offer at €120 per share and assume €27 million in net debt of Akasol. Sven Schulz, largest shareholder, Chief Executive Officer and Founder of Akasol, as well as certain other shareholders have entered into irrevocable undertakings to tender approximately 59.4% stake of Akasol in the offer. Akasol is expected to continue to be run independently from its Darmstadt headquarters. BorgWarner currently anticipates that the transaction will be funded primarily with existing cash balances and potentially some incremental debt. BorgWarner also intends to secure a $900 million (€741 Million), 364-day undrawn credit facility from Bank of America, N.A., as administrative agent, and other lenders. It is currently expected that Chief Executive Officer Schulz, Chief Financial Officer Carsten Bovenschen and Chief Technological Officer Stephen Raiser will continue their roles after completion of the transaction. BorgWarner intends to be represented on the Supervisory Board in a manner which appropriately reflects its shareholding. BorgWarner Inc. does not intend to reduce workforce of Akasol AG. Subsequent to completion of the public tender offer, BorgWarner will pursue additional actions, as necessary, to achieve full control and ownership of AKASOL, including delisting.

The Offer contains a minimum acceptance threshold of 50% of the Akasol shares issued plus one share that will be achieved upon the tendering of shares. The offer is also subject to the satisfaction of applicable regulatory approvals, no insolvency of AKASO, no material adverse change and other closing conditions. The Offer has been unanimously approved by the BorgWarner Board of Directors and Akasol Supervisory Board. The Executive Board and the Supervisory Board of AKASOL intend to recommend shareholders of the company to accept the Offer in their reasoned statement. As of March 26, 2021, German Federal Cartel Office, Austrian FCA and FCP, Polish UOKiK and European Commission approved the transaction. On April 7, 2021, the Management Board and Supervisory Board of AKASOL AG support and unanimous recommendation the acceptance of the offer to AKASOL's shareholders.

BofA Securities, Inc acted as the financial advisor, Patrick G. Quick of Foley & Lardner LLP and Rick van Aerssen and Sabrina Kulenkamp of Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB acted as the legal advisors to BorgWarner. Joh. Berenberg, Gossler & Co. KG acted as the financial advisor to Akasol. Michael Schlitt and Tim Brandi of Hogan Lovells International LLP acted as the legal advisors to Akasol and Sven Schulz. The supervisory board of Akasol has sought independent advice. PricewaterhouseCoopers acted as financial advisor and Hartmut Krause, Michael Weiß of Allen & Overy acted as the legal advisor.

BorgWarner Inc. (NYSE:BWA) completed the acquisition of 89.1% stake of Akasol AG (XTRA:ASL) from Morgan Stanley & Co. International plc, Lansdowne Partners (UK) LLP, Felix von Borck, Stephen Raiser, Schulz Group GmbH and others for approximately €650 Million on June 4, 2021.