Delphi Technologies Plc (NYSE:DLPH)

GILLINGHAM, England & TROY, Mich.--(BUSINESS WIRE)--Delphi Automotive (NYSE: DLPH) announced today that it has entered into exclusive negotiations and has made a binding offer to acquire FCI Group’s (“FCI”) Motorized Vehicles Division (“MVL”). MVL is a leading global manufacturer of automotive connection systems with a focus on high-value, leading technology applications. The transaction is valued at €765 million on a cash and debt-free basis (approximately $972 million at current exchange rates) and is expected to close by year-end 2012, subject to acceptance of the offer and regulatory approvals. Delphi expects the transaction to be $0.24 accretive to 2013 earnings per share, excluding acquisition-related costs.

MVL, which will become part of Delphi’s Electrical / Electronic Architecture segment (“E/EA”), is the leading global provider of high-performance interconnection systems for a wide range of applications. These include connectors for the high-growth safety restraint systems (“SRS”) market, powertrain and electrical vehicles. MVL had revenue of €692 million¹ in the year ended December 31, 2011, and is owned by affiliates of Bain Capital.

“This transaction will solidify Delphi’s position as one of the premier global automotive suppliers and will create significant shareholder value,” said Rodney O'Neal, chief executive officer and president of Delphi. “The addition of MVL strengthens the high growth connector product portfolio of our E/EA segment, broadens our mix of global customers and furthers our strategy of providing our customers with solutions to address the trends of Safe, Green and Connected. As a result, following the acquisition, we will be better positioned to further drive growth in electronic content in motor vehicles. As MVL’s largest customer, we respect their accomplishments and share a commitment to developing innovative products and delivering solutions that meet a wide range of needs and applications.”

Liam Butterworth, president of MVL, stated, “The opportunity to join a global organization like Delphi, with an outstanding reputation in the connector and electronic architecture industries, will better position us to pursue future growth opportunities. By leveraging both parties’ strong innovation and R&D capabilities, we will continue to provide the market with the highest quality innovative interconnect systems, while exceeding the expectations of customers worldwide.”

First Quarter 2012 Results

First quarter 2012 revenue of $4.1 billion, an increase of 4.7% over the first quarter of 2011

First quarter net income totaled $342 million, or $1.04 per diluted share, compared to net income of $291 million, or $0.42 per diluted share, in the prior year period

“I’m really pleased with an outstanding first quarter. We achieved record EBITDA margins of 14.1 percent and above market growth,” said Rodney O’Neal, chief executive officer and president. “We have and will continue to build a robust pipeline of advanced technologies that will allow us to capitalize on our strengths in the safe, green and connected space.”

Q2 2012 and Full Year 2012 Outlook 

The Company’s Q2 2012 and full year financial guidance reflects a significant strengthening of the U.S. dollar, which negatively impacts year over year comparisons. The Company’s Q2 and full year financial guidance continues to reflect an estimated average exchange rate of $1.30 per Euro, as compared to the average exchange rate for Q2 2011 and full year 2011 of $1.44 per Euro and $1.39 per Euro, respectively.

Our revised full year earnings per share guidance reflects an increased outlook for operating earnings, including reduced depreciation, partially offset by increased variable accounting impacts of the Company’s 2010 Long-Term Incentive Plan. Full year operating cash flow is expected to be approximately $1.75 billion, and full year cash flow before financing is expected to be approximately $1.0 billion, which includes $750 million of estimated capital expenditures. The Company estimates a full year tax rate of approximately 19%. Quarterly tax rates can be affected by the geographic mix of pretax earnings as well as the timing of discrete tax items. The second quarter effective tax rate is estimated to be 21% - 23% resulting from the anticipated geographic mix of pretax earnings and the timing of future tax planning initiatives.