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BORGWARNER EXECUTES MAJORITY TAKEOVER OF BERU
05 January 2005 - BERU

Yesterday evening, BorgWarner GermanyGmbH, Heidelberg, announced that the closed share purchase agreementas of October 30, 2004 to purchase the majority of BERU AG’s shares, hadbeen enforced.

BorgWarner Germany GmbH already informed BERU AG
on November 1st 2004 about the conclusion of a share purchase agreement
with The Carlyle Group and a group of family shareholders of 62.21% of
BERU AG’s shares and a share purchase option agreement for an
additional 0.82% of BERU AG’s shares, thus around 63% in total. As a
result of the closing of the share purchase agreement, BorgWarner
Germany GmbH now has a stake of approximately 62% of BERU AG’s
share capital.

In connection with the execution of the share purchase agreement, the four
shareholder members of the Supervisory Board – Mr. Gregor Böhm, Managing
Director of The Carlyle Group Private Equity GmbH, Munich, Mr. Heinrich Rutt,
Managing Director of The Carlyle Group Private Equity GmbH, Munich, as well as
Mr. Wolfram Birkel, businessman, Buxtehude, and Dr. Volker Grub, Business
Lawyer and Senior Partner of Wellensiek Grub & Partner, Stuttgart, – today
resigned from the Supervisory Board, effective as of January 5, 2005, 12:00 a.m.
The Executive Board of BERU AG will ask the register court today to complement
the Supervisory Board with court resolution, pursuant to § 104 AktG. Dr. Ulrich
Wöhr, Oberursel, Business economist (Dipl.-Kaufmann), Robin J. Adams,
Troy/Michigan/USA, U.S. Certified Accountant as well as Chief Financial Officer
and Chief Administrative Officer of BorgWarner Inc., Anthony D. Hensel,
Troy/Michigan/USA, U.S. Certified Accountant and Vice President of BorgWarner
Inc. as well as Alfred Weber, Auburn Hills/Michigan/USA, Business economist
(Dipl.-Kaufmann) and Vice President of BorgWarner Inc., are recommended for
the appointment of Supervisory Board members.

BorgWarner Germany GmbH published the offer document of the voluntary public
tender offer on December 8, 2004. As already announced on November 1st , 2004,
the offered price per BERU AG share amounts to € 67.50 in cash. The term of
acceptance for the shareholders is valid until January 24, 2005. BERU AG’s
Executive Board and Supervisory Board consider the tender offer price of € 67.50
per share as fair and reasonable.

www.beru.de


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