PENDLETON, Ind., Nov. 4, 2015 /PRNewswire/ -- Remy International,
Inc. (NASDAQ: REMY) announced today that on November 4, 2015, the Ministry of Commerce of
the People's Republic of China
provided written notice, dated November 3,
2015, that it had approved the proposed acquisition (the
"Transaction") of Remy by BorgWarner Inc. (NYSE: BWA). Such
approval was the last of the regulatory approvals sought in
connection with the Transaction.
As previously announced by Remy, on September 22, 2015, Remy's stockholders adopted
the Agreement and Plan of Merger, dated as of July 12, 2015 (the "Merger Agreement"), by and
among Remy, BorgWarner and Band Merger Sub, Inc. at a special
meeting of Remy's stockholders called for such purpose.
Remy currently expects that the closing of the Transaction will
occur on November 10, subject to the
satisfaction or waiver of the remaining customary conditions to
closing set forth in the Merger Agreement, which include:
- the accuracy of each party's representations and warranties
(subject to customary materiality qualifiers);
- each party's compliance with its agreements and covenants
contained in the Merger Agreement; and
- the absence of any law, ordinance, rule, regulation, order,
judgment or decree being in effect that restrains or enjoins, or
otherwise prohibits or makes illegal, the consummation of the
Transaction.
In the event that the closing for the Transaction occurs prior
to the close of business on November
11, 2015, holders of Remy common stock prior to the
closing of the Transaction will not be entitled to receive the
Remy dividend otherwise payable on November
25, 2015.
Cautionary Statements Regarding Forward-Looking
Information
Some of the statements contained in this press release are
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and are subject to the
safe harbor created thereby under the Private Securities Litigation
Reform Act of 1995.
These statements include declarations regarding intents,
beliefs, estimates and current expectations of Remy International,
Inc. ("Remy" or the "Company"). In some cases,
forward-looking statements can be identified by terminology such as
"may," "might," "will," "should," "could," "expects," "intends,"
"assumes," "seeks to," "plans," "anticipates," "believes,"
"projects," "estimates," "predicts," "potential," "future," "goal,"
"objective," or "continue," or the negative of such terms or other
variations thereof or comparable terminology, or by discussions of
strategy that involve risks and uncertainties.
Forward-looking statements are not guarantees or assurances of
future performance, and actual results could differ materially from
those indicated by the forward-looking statements.
Forward-looking statements involve estimates, assumptions, known
and unknown risks, uncertainties and other factors that may cause
the Company's actual results, levels of activity, performance or
achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or
implied by such forward-looking statements. Such estimates,
assumptions, risks, uncertainties and other factors include, but
are not limited to, those related to (i) the likelihood that the
transaction is consummated on a timely basis or at all, including
whether the remaining conditions required to complete the
transaction will be met (or met within the time periods
anticipated), (ii) whether the expected benefits of the transaction
will be realized, (iii) the risk that, and uncertainty as to
whether, costs, customer loss and business disruption (including,
without limitation, difficulties in maintaining relationships with
employees, customers, suppliers and other counterparties) related
to the transaction may be greater than expected, (iv) future
financial results and liquidity, (v) development of new products
and services, (vi) the effect of competitive products or pricing,
(vii) the effect of commodity and raw material prices, (viii) the
impact of supply chain cost management initiatives, (ix)
restructuring risks, (x) customs duty claims, (xi) litigation
uncertainties and warranty claims, (xii) conditions in the
automotive industry, (xiii) foreign currency fluctuations, (xiv)
costs related to re-sourcing and outsourcing products and (xv) the
effect of economic conditions.
These forward-looking statements are also qualified by, and
should be read together with the "Forward-looking Statements", the
"Risk Factors" and the other statements in the Company's Annual
Report on Form 10-K for the year-ended December 31, 2014, subsequent Quarterly Reports
on Form 10-Q, and other filings, in each case as filed with the
Securities and Exchange Commission (SEC) and available at
www.sec.gov, and investors should refer to such risk factors and
other statements in evaluating the forward-looking statements
contained in this press release.
Any forward-looking statements speak only as to the date this
press release, and the Company does not undertake any obligation to
update any forward-looking statements to reflect events or
circumstances after the date on which such statements are made or
to reflect the occurrence of unanticipated events except as
otherwise required by law. New factors emerge from time to
time, and it is not possible for the Company to predict all such
factors. Furthermore, it may not be possible for the Company
to assess the impact of any such factor on its business (viewed
independently or together) or the extent to which any factor, or
combination of factors, may cause results to differ materially from
those contained in any forward-looking statement. The
foregoing factors should not be construed as exhaustive.
About Remy International, Inc.
Founded by the Remy brothers in 1896, Remy International, Inc.
(NASDAQ: REMY) is a leading global manufacturer, remanufacturer,
and distributor of alternators, starter motors, and electric
traction motors for the automotive and commercial vehicle industry,
marketed under the Remy® and Delco Remy® brands. The company also
provides multiline products through its subsidiaries. Headquartered
in Pendleton, Indiana, with
operations across five continents and ten countries, Remy is a
trusted partner to original equipment manufacturers and aftermarket
organizations worldwide, delivering creative solutions for today's
vehicle challenges.
Media Contact: Remy
International - Shawn Pallagi
(pallagi.shawn@remyinc.com | 765-778-5903)
Investor Contact: Remy
International – Al
VanDenBergh (vandenbergh.al@remyinc.com |
765-778-6871)
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SOURCE Remy International, Inc.