Borgwarner — Merger or Acquisition (July 2015)

6 slides from Borgwarner's merger presentation, Jul 13, 2015

Slide 1: Merger Agreement w/ Remy International
Merger Agreement w/ Remy International July 13, 2015
Slide 2: Disclaimer
Disclaimer Statements contained in this presentation 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,” “continue
Slide 3: Strategic Rationale
Strategic Rationale  Affirms BorgWarner’s long standing strategy of identifying mega- trends, focused on improving fuel economy, emissions and performance, and building businesses around them  Strengthens BorgWarner’s competitive position for both near-term and long-term powertrain trends includin
Slide 4: Capitalizing on Key Powertrain Trends
Capitalizing on Key Powertrain Trends 48 Volts Emissions Downsizing Electrification Stop/Start Reduction and boosting Downspeeding Light-weighting Cost Reduction Fuel Diversification Thermal Management Copyright © 2015 BorgWarner Inc. 4
Slide 6: Transaction Summary
Transaction Summary  BW to acquire Remy for $29.50 per share in cash  Enterprise value of ~$1.2 billion, including Remy net debt Transaction  ~8x LTM adjusted EBITDA including cost synergies  Unanimous support from Remy Board of Directors  At least $15 million of run-rate cost synergies within