AUBURN HILLS, Mich. - BorgWarner Inc. (NYSE: NYSE:BWA), a leading automotive industry supplier, has advised its shareholders to reject an unsolicited mini-tender offer by TRC Capital Investment Corporation. The offer proposes the acquisition of up to 4 million BorgWarner common shares at $28.80 each, a 4.51% discount on the stock's closing price on February 20, 2024, and a 5.94% discount on February 22, 2024.
The company has made it clear that it does not endorse this mini-tender offer, which it considers to be below the current market value of its shares. BorgWarner's recommendation to its stockholders is based on the offer's price and the numerous conditions attached to it.
TRC Capital is known for initiating mini-tender offers, which target less than 5% of a company's outstanding shares. Such offers are not subject to the same regulatory requirements as larger tender offers, potentially offering fewer protections to investors. BorgWarner has highlighted that it is not associated with TRC Capital or its mini-tender offer.
The company also urges its shareholders to exercise caution and consult with their financial advisors regarding the offer. Those who have already tendered shares have the option to withdraw them any time before the offer's expiration, which is scheduled for 12:01 a.m., New York City time, on March 21, 2024, unless altered by TRC Capital.
BorgWarner's communication to its shareholders includes a request for brokers, dealers, and other market participants to review the U.S. Securities and Exchange Commission's (SEC) investor guidance on mini-tender offers.
This announcement is based on a press release statement issued by BorgWarner, which has a history spanning over 130 years in the automotive industry and is currently focused on advancing eMobility to promote a cleaner and safer future.
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