TRW Automotive Completes Acquisition of Dalphimetal; Initiates Syndication of Incremental Term Loan Debt
LIVONIA, Mich., Oct. 27, 2005 -- TRW Automotive Holdings Corp. today announced that it has completed the acquisition of a majority share of Dalphi Metal Espana, S.A. ("Dalphimetal"), a European based manufacturer of airbags and steering wheels. TRW purchased a 68.4% stake in Dalphimetal for approximately euro 112 million, or $134 million, subject to post closing adjustments, plus the assumption of debt expected to total approximately euro 80 million or $96 million. TRW will begin to report Dalphimetal as a consolidated entity in its fourth-quarter 2005 results, effective with the date of the acquisition. Further, TRW does not expect the consolidation of Dalphimetal's operating results, excluding the potential impact of purchase accounting adjustments, to have a material effect on its 2005 operating results.
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In a separate event, TRW announced its intent to syndicate an incremental facility under its existing credit agreement whereby the Company may raise an additional term loan of up to $300 million. Planned proceeds will be used for the possible retirement or repurchase of certain of its existing debt securities or for other corporate purposes. The Company expects to complete the transaction during the fourth quarter of 2005.
About TRW
With 2004 sales of $12.0 billion, TRW Automotive ranks among the world's leading automotive suppliers. Headquartered in Livonia, Michigan, USA, the Company, through its subsidiaries, employs approximately 60,000 people in 24 countries.
TRW Automotive products include integrated vehicle control and driver assist systems, braking systems, steering systems, suspension systems, occupant safety systems (seat belts and airbags), electronics, engine components, fastening systems and aftermarket replacement parts and services. All references to "TRW Automotive", "TRW" or the "Company" in this press release refer to TRW Automotive Holdings Corp. and its subsidiaries, unless otherwise indicated. TRW Automotive news is available on the internet at http://www.trwauto.com/ .
Forward-Looking Statements
This release contains statements that are not statements of historical fact, but instead are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those contained in forward-looking statements made in this release. Such risks, uncertainties and other important factors which could cause our actual results to differ materially from those contained in our forward-looking statements are set forth in our Report on Form 10-K for the fiscal year ended December 31, 2004 (the "10-K") and our Reports on Form 10-Q for the quarters ended April 1 and July 1, 2005, and include: successful syndication of the incremental term loan debt; our ability to integrate Dalphimetal's operations, including the retention of their customer base; possible production cuts or restructuring by our customers; efforts by our customers to consolidate their supply base; escalating pricing pressures from our customers; severe inflationary pressures impacting commodity markets; non- performance by, or insolvency of, our suppliers and customers, which may be exacerbated by recent bankruptcies; our substantial leverage; interest rate risk arising from our variable rate indebtedness; product liability and warranty and recall claims; our dependence on our largest customers; loss of market share by domestic vehicle manufacturers; fluctuations in foreign exchange rates; the possibility that our owners' interests will conflict with ours; work stoppages or other labor issues at our facilities or at the facilities of our customers or suppliers and other risks and uncertainties set forth under "Risk Factors" in the 10-K and in our other SEC filings. We do not intend or assume any obligation to update any of these forward-looking statements.
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