Item 7.01. Regulation FD Disclosures
As previously disclosed in a Current Report on Form 8-K filed on February 18,
2021, as amended on March 26, 2021, BorgWarner Inc., a Delaware corporation (the
"Company"), entered into a Business Combination Agreement, dated February 15,
2021 (the "BCA"), by and among the Company, Blitz F21-842 AG, a stock
corporation incorporated under the laws of Germany and a wholly-owned indirect
subsidiary of the Company that is now known as "ABBA BidCo AG" ("BidCo"), and
Akasol AG, a stock corporation incorporated under the laws of Germany
("Akasol"), pursuant to which the Company, indirectly through BidCo, made a
voluntary public takeover offer within the meaning of Sections 29 para. 1, 34 of
the German Securities Acquisition and Takeover Act for the purchase of up to all
of the 6,061,856 non-par value bearer shares with a proportionate amount of
€1.00 per share of the share capital of Akasol (each, an "Akasol Share" and
collectively "Akasol Shares") for cash consideration per Akasol Share of €120.00
(the "Offer").
The additional acceptance period of the Offer expired at 24:00 hrs. (Frankfurt
am Main local time) / 18:00 hrs. (New York City time) on May 26, 2021. The Offer
has been accepted for a total of 5,400,025 Akasol Shares (the "Tendered Akasol
Shares"), corresponding to approximately 89.08% of the share capital and the
voting rights of Akasol. The Offer is expected to be settled on June 4, 2021
("Offer Settlement"). The Company disclosed the number of Tendered Akasol Shares
in an announcement published pursuant to the German Securities Acquisition and
Takeover Act, Section 23 para. 1 sentence 1 no. 3. A nonbinding English
translation of the announcement appears on the website relating to the Offer:
https://abba-offer.com/download/companies/ma1051/1051_01pflicht/31052021_Announcement_23_1_1_3.pdf.
Following Offer Settlement, subject to approval of the shareholders at the
Akasol annual general meeting on June 30, 2021, the Company expects to be
represented with three of the five members of Akasol's Supervisory Board. The
Company will assess what additional actions, if any, it will take to achieve
full control and ownership of Akasol including, without limitation, the
delisting of Akasol Shares.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibits are being furnished as part of this
Report.
Exhibit
Number Description
104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL
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