According to the Complaint, Delphi Technologies PLC is a global provider of propulsion technologies.

This action stems from a proposed transaction announced on January 28, 2020, pursuant to which Delphi Technologies PLC will be acquired by BorgWarner Inc.

On January 28, 2020, Delphi’s Board of Directors caused the Company to enter into an agreement and plan of merger with BorgWarner. Pursuant to the terms of the Merger Agreement, Delphi’s stockholders will receive 0.4534 shares of BorgWarner common stock for each share of Delphi common stock they own.

On March 11, 2020, Defendants filed a proxy statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges that the Proxy Statement omits material information with respect to the Proposed Transaction, which renders the Proxy Statement false and misleading. Specifically, the Complaint alleges that the Proxy Statement fails to disclose: (i) all line items used to calculate (a) Adjusted Operating Income, (b) EBITDA, (c) Adjusted EBITDA, and (d) Unlevered Free Cash Flow; and (ii) a reconciliation of all non-GAAP to GAAP metrics.