Meritor Acquisition and 2022 Financial Results
Table of Contents
insurance coverage with respect to certain product liability claims, we may not be able to obtain such insurance on acceptable terms in the future, if at all, and any such
insurance may not provide adequate coverage against product liability claims. In addition, product liability claims can be expensive to defend and can divert the attention of
management and other personnel for significant periods of time, regardless of the ultimate outcome. Furthermore, even if we are successful in defending against a claim relating
to our products, claims of this nature could cause our customers to lose confidence in our products and us.
GENERAL
We may not complete the separation of our filtration business within the time frame we anticipate or at all. The separation may present difficulties that could have an
adverse effect on us and/or the independent business resulting from the separation and/or costs associated with the separation may be higher than anticipated.
Additionally, if we complete the separation, we may not realize some or all of the expected benefits of the separation.
In August 2021, we announced our exploration of strategic alternatives for our filtration business unit, including the potential separation of the business into a stand-alone
company (the "separation"). Any separation would be complex in nature, and unanticipated developments or changes, including changes in law, the macroeconomic
environment and market conditions or regulatory or political conditions may affect our ability to complete the separation, within the anticipated time frame or at all.
Whether or not the separation is completed, our businesses may face material challenges in connection with this transaction, including, without limitation:
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the diversion of management's attention from ongoing business concerns and impact on our businesses as a result of the devotion of management's attention to strategic
alternatives for the filtration business, including the separation;
maintaining employee morale and retaining key management and other employees;
retaining existing business and operational relationships, including with customers, suppliers, employees and other counterparties, and attracting new business and
operational relationships;
execution and related risks in connection with financing transactions undertaken in connection with the separation;
foreseen and unforeseen dis-synergy costs, costs of restructuring transactions (including taxes) and other significant costs and expenses; and
any potential negative reactions from the financial markets resulting from the separation.
Any of these factors could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, if the separation is completed,
the new independent company will incur ongoing costs, including costs of operating as an independent company, that the separated business will no longer be able to share.
Those costs may exceed our estimates or could diminish the benefits we expect to realize from the separation.
Our plan to reposition our portfolio of product offerings through exploration of strategic acquisitions and divestitures may expose us to additional costs and risks.
Part of our strategic plan is to improve our revenue growth, gross margins and earnings by exploring the repositioning of our portfolio of product line offerings through the
pursuit of potential strategic acquisitions and/or divestitures to provide future strategic, financial and operational benefits and improve shareholder value. There can be no
assurance that we will be able to identify suitable candidates or consummate these transactions on favorable terms. The successful identification and completion of any strategic
transaction depends on a number of factors that are not entirely within our control, including the availability of suitable candidates and our ability to negotiate terms acceptable
to all parties involved, conclude satisfactory agreements and obtain all necessary regulatory approvals. Accordingly, we may not be able to successfully negotiate and complete
specific transactions. The exploration, negotiation and consummation of strategic transactions may involve significant expenditures by us, which may adversely affect our
results of operations at the time such expenses are incurred, and may divert management's attention from our existing business. Strategic transactions also may have adverse
effects on our existing business relationships with suppliers and customers.
If required, the financing for strategic acquisitions could result in an increase in our indebtedness, dilute the interests of our shareholders or both. Any acquisition may not be
accretive to us for a significant period of time following the completion of such acquisition. Also, our ability to effectively integrate any potential acquisition into our existing
business and culture may not be successful, which could jeopardize future financial and operational performance for the combined businesses. In addition, if an acquisition
results in any additional goodwill or increase in other intangible assets on our balance sheet and subsequently becomes impaired, we would be required to record a non-cash
impairment charge, which could result in a material adverse effect on our financial condition.
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