Borgwarner Delphi Merger Agreement

Kristen Kinley (Global/Americas) Tel: 248-535-3930 Email: Patrick Nolan Phone: `1 248-754-0884 Email: Delphi Technologies is a global supplier of propulsion technologies that make vehicles cleaner, better and more advanced. It offers innovative solutions for internal combustion engines, hybrid, electric and commercial vehicles. Delphi Technologies relies on its product know-how to provide state-of-the-art service solutions for the aftermarket. Headquartered in London, UK, the company operates technical centres, production sites, customer service centres in 24 countries and employs more than 21,000 people worldwide. Visit to learn more. This communication may contain forward-looking statements such as those contained in the Private Securities Litigation Reform Act of 1995 that, when they are made, reflect the current views of Delphi Technologies or BorgWarner on future events, including the proposed transaction, and reflect financial performance, or are based on the outlook, expectations, estimates and forecasts of their respective management, if finalized, with respect to the combined business after the proposed transaction. These forward-looking statements are subject to numerous risks, uncertainties and factors related to the business and business environment of Delphi Technologies or BorgWarner, which may result in Delphi`s actual results investors being able to receive the interim proxy statement, the final proxy statement and other documents submitted free of charge to the SEC (if available) on the SEC`s website at In addition, the provisional proxy statement, the final proxy statement and the respective annual reports of Delphi Technologies and BorgWarner on Form 10-K, the quarterly reports on Form 10-Q, the updated reports on Form 8-K and the changes made to the reports submitted or made available in accordance with Section 13 a) or 15d of the U.S. Securities Exchange Act of 1934 are available free of charge on the delphi Technologies and BorgWarner websites on and as soon as they are properly feasible after they are transmitted or transmitted electronically to the SEC. In accordance with the amendment approved by the boards of directors of both companies, BorgWarner accepts the recent removal of the revolver by Delphi Technologies. The amended transaction agreement also provides for new closing conditions that provide that, at the time of the transaction, the total amount of Delphi Technologies` remaining revolver loans does not exceed $225 million and that net debt does not exceed a certain threshold. As part of the settlement of the dispute, the parties also agreed to a revised exchange rate under which Delphi Technologies shareholders will receive 0.4307 one-eyewarner shares for each Delphi Technologies share.

This means a 5% reduction in the foreign exchange ratio compared to the exchange rate in the original agreement. Under the amended terms, the current shareholders of BorgWarner and Delphi Technologies would hold approximately 85% and 15% of the outstanding shares of the combined company after the closing of the transaction.