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BorgWarner Inc. (NYSE: BWA) and AKASOL AG (ETR: ASL) today announced that they have signed a Business Combination Agreement (“BCA”) to position BorgWarner to significantly expand its commercial vehicle electrification capabilities.
As part of the agreement, a wholly-owned subsidiary of BorgWarner will launch a voluntary public takeover offer at €120.00 per share in cash for all outstanding shares of AKASOL (“the Offer”). Holders of approximately 59% of AKASOL’s outstanding shares have committed through Irrevocable Undertakings to accept the Offer with respect to their shares.
The Offer represents a premium of approximately 23% to AKASOL’s three-month volume-weighted average share price prior to announcement and values AKASOL at a total enterprise value of approximately €754 million, which includes the assumption of €27 million of net debt.
About AKASOL
AKASOL is a leading German developer and manufacturer of high-energy and high-performance lithium-ion battery systems for use in buses, commercial vehicles, rail vehicles and industrial vehicles, as well as in ships and boats.
With 30 years of experience, AKASOL is a pioneer in the development and manufacture of lithium-ion battery systems for commercial applications. Shares of AKASOL AG stock have been traded on the Prime Standard segment of the Frankfurt Stock Exchange since June 29, 2018.
About BorgWarner
BorgWarner Inc. (NYSE: BWA) is a global product leader in clean and efficient technology solutions for combustion, hybrid and electric vehicles. 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 96 locations in 24 countries, the company has approximately 50,000 employees worldwide. For more information, please visit borgwarner.com.
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Advisors
BofA Securities, Inc is acting as financial advisor, and Foley & Lardner LLP and Freshfields Bruckhaus Deringer are providing legal advice to BorgWarner. Berenberg is acting as financial advisor and Hogan Lovells is acting as legal advisor to AKASOL.
Transaction Terms
The Offer, which has been unanimously approved by the BorgWarner Board of Directors and the AKASOL Supervisory Board, is expected to be completed late in the second quarter of 2021, subject to the satisfaction of applicable regulatory approvals, as well as other closing conditions.
The acceptance period under the Offer is expected to commence by the end of March. The Offer will contain a minimum acceptance threshold of 50% of the AKASOL shares issued plus one share that will be achieved upon the tendering of shares by the shareholders that have irrevocably committed.
BorgWarner does not currently intend to enter into a domination agreement and / or profit and loss transfer agreement with AKASOL.
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