BORGWARNER 
By BorgWarner does not endorse this unsolicited mini-tender offer and recommends that stockholders not tender their shares in response to it. Stockholders are advised that TRC's offer is subject to numerous conditions and contingencies including the availability of financing for the purchase on terms satisfactory to TRC. Therefore shareholders should use caution when making their decision. TRC may amend or terminate its offer at any time, in any way. BorgWarner urges investors to obtain current market quotations for their BorgWarner common stock, to consult with their broker or financial advisor and to exercise caution with respect to TRC's offer.
TRC's offer is what is commonly referred to as a "mini-tender offer." The Securities and Exchange Commission ("SEC") has issued "Investor Tips" regarding mini-tender offers, noting that, "[s]ome bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price" and that "mini-tender offers typically do not provide the same disclosure and procedural protections that larger, traditional tender offers provide." The SEC's Investor Tips regarding mini-tender offers may be found on the SEC's website at http://www.sec.gov/investor/pubs/minitend.htm. The Ontario Securities Commission has also issued an advisory entitled "Approach mini-tender offers with caution!" which may be found at http://www.osc.gov.on.ca/Investor/Alert/ia_20040518_mini-tenders.jsp.
BorgWarner stockholders who have already tendered their shares may withdraw them by providing the written notice described in the TRC offering documents prior to the expiration of the offer, which is currently scheduled for
BorgWarner encourages broker/dealers and other market participants to review the SEC's recommendations on the dissemination of mini-tender offers, which can be found at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm, as well as Information Memo Number 01-27 issued by the New York Stock Exchange on
Statements contained in this news release may contain forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act that are based on management's current expectations, estimates and projections. Words such as "outlook", "expects," "anticipates," "intends," "plans," "believes," "estimates," variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are subject to risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed, projected or implied in or by the forward-looking statements. Such risks and uncertainties include: fluctuations in domestic or foreign vehicle production, the continued use of outside suppliers, fluctuations in demand for vehicles containing our products, changes in general economic conditions, and other risks detailed in our filings with the Securities and Exchange Commission, including the Risk Factors, identified in our most recently filed Annual Report on Form 10-K. We do not undertake any obligation to update any forward-looking statements.
SOURCE BorgWarner Inc.
