M&A - AMERICAN AXLE & MANUFACTURING HOLDINGS INC

Form Type: DEFA14A

Filing Date: 2025-05-16

Corporate Action: Merger

Type: Update

Accession Number: 000110465925049916

Filing Summary: American Axle & Manufacturing Holdings, Inc. (AAM) provides an update on the recommended merger with Dowlais Group PLC, initially announced on January 29, 2025. Both companies express strong confidence in the strategic rationale behind the merger, which aims to create a stronger entity better positioned to thrive in the evolving automotive industry. Key aspects include ongoing integration planning, regulatory filings progressing as expected, and satisfactory completion of the U.S. Antitrust Condition. AAM plans to seek a secondary listing on the London Stock Exchange to enhance shareholder access to future value creation from the merger. The proxy statement regarding the merger was filed with the SEC on May 15, 2025, and the Scheme Document is expected to be distributed to Dowlais shareholders in June 2025. The anticipated annual run rate cost synergies from the merger are projected at $300 million, to be largely realized by the end of the third year after completion. The announcement underscores ongoing efforts to ensure a successful resolution and outlines upcoming regulatory steps and investor communications. The document emphasizes that this update should not be construed as an offer to buy or sell any securities.

Form Type: PREM14A

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925049590

Filing Summary: American Axle & Manufacturing Holdings, Inc. (AAM) has announced an acquisition plan for Dowlais Group plc, intending to combine both entities into a larger, diversified global manufacturer. The acquisition, specified in an Offer Announcement dated January 29, 2025, outlines that Dowlais Shareholders will receive 42 pence in cash and 0.0863 new shares of AAM common stock per Dowlais share held. AAM expects to issue approximately 117 million new shares as part of this combination. Following the completion of the transaction, AAM’s current shareholders will own approximately 51% of the combined company, while Dowlais shareholders will have an approximate 49% stake. The company plans to hold a Special Meeting for stockholders to vote on necessary amendments to AAM’s Certificate of Incorporation to increase the number of authorized AAM shares from 150 million to 375 million in light of the share issuance in connection with the acquisition. The proposal aims to enhance strategic growth opportunities and leverage enhanced scale with cost synergies estimated at around $300 million. The AAM Board believes these efforts will significantly benefit long-term shareholder value and position the firms competitively in a changing automotive landscape.

Form Type: DEFA14A

Filing Date: 2025-05-02

Corporate Action: Merger

Type: New

Accession Number: 000110465925044037

Filing Summary: On May 2, 2025, American Axle & Manufacturing Holdings, Inc. (AAM) announced its first quarter 2025 financial results during an earnings presentation. AAM provided updated profit forecasts for the fiscal year 2025, anticipating sales between $5.65 billion and $5.95 billion, along with an Adjusted EBITDA of $665 million to $745 million. The company expects adjusted free cash flow in the range of $165 million to $215 million. Key assumptions for these targets include North American light vehicle production estimates and the anticipated completion of the sale of AAM's commercial vehicle axle business in India by July 1, 2025. Additionally, AAM's outlook excludes costs related to the announced merger with Dowlais. The document discussed the profit forecast's reliance on specific economic conditions and managerial assumptions, as well as the regulations under which the merger will be conducted. Reports and documents regarding the merger are to be disclosed as required and are urged to be reviewed by shareholders and investors for detailed understanding. The announcement underscores the financial strategies and future projections of AAM amidst the merger process.

Form Type: DEFA14A

Filing Date: 2025-05-02

Corporate Action: Merger

Type: New

Accession Number: 000110465925044042

Filing Summary: American Axle & Manufacturing Holdings, Inc. (AAM) is navigating the process of a business combination with Dowlais, which involves the issuance of AAM's common stock. This document outlines forward-looking statements about AAM's expectations regarding the timely consummation of this merger, its financial performance, and strategic goals. It highlights the expected synergies of approximately $300 million and significant operational growth post-combination. AAM's financial targets for the year foresee sales between $5.65 billion and $5.95 billion, with an Adjusted EBITDA between $665 million and $745 million. The document mentions that a proxy statement will be filed with the SEC in relation to this merger, pointing out that should this combination be executed as a scheme under English law, it may not necessitate registration under the U.S. Securities Act.

Form Type: DEFA14A

Filing Date: 2025-05-02

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925044225

Filing Summary: On May 2, 2025, American Axle & Manufacturing Holdings, Inc. (AAM) conducted its First Quarter 2025 Earnings Conference Call, discussing financial results and significant corporate updates. AAM reported sales of $1.4 billion and adjusted earnings per share of $0.9. The company experienced a decline in North American production by approximately 5% year-over-year, resulting in adjusted EBITDA of $177 million, or 12.6% of sales. AAM announced its exit from joint ventures in China, which generated about $30 million in cash, and confirmed the sale of its commercial vehicle axle business in India to Bharat Forge Limited, expected to close in the second quarter of 2025. AAM is in the process of a transformational acquisition involving Dowlais, which is projected to yield $300 million in synergies. The necessary regulatory approvals have been received, with shareholder votes anticipated in Q3 2025. AAM’s guidance for 2025 sales has been updated to a range of $5.65 billion to $5.95 billion, while adjusted free cash flow targets are set between $165 million to $215 million. The company is focused on optimizing performance amidst macroeconomic uncertainties and evolving trade policies, notably in managing tariff impacts and production planning.

Form Type: DEFA14A

Filing Date: 2025-04-23

Corporate Action: Merger

Type: New

Accession Number: 000106223125000043

Filing Summary: This proxy statement solicits shareholder approval for a proposed business combination between American Axle & Manufacturing Holdings, Inc. (AAM) and Dowlais, aiming to enhance operational scalability and market presence. The combination is expected to yield approximately $300 million in synergies and create a diversified global driveline and metal forming supplier. AAM presents a strong growth outlook driven by electric and hybrid vehicle technology, emphasizing investment in innovation and customer diversification. The document emphasizes forward-looking statements about capital expenditures and market conditions while outlining the company's commitment to corporate governance and executive compensation linked to strategic business objectives. Additionally, it encourages shareholders to read the proxy statement thoroughly due to its importance regarding the merger.

Form Type: DEFA14A

Filing Date: 2025-04-16

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925035557

Filing Summary: On January 29, 2025, American Axle & Manufacturing Holdings, Inc. announced a strategic acquisition of Dowlais, previously known as GKN Automotive and GKN Powder Metal. This acquisition is intended to enhance American Axle's geographic diversification and customer base. The company reported strong 2024 financial results with approximately $6.1 billion in sales. The partnership aims to reduce reliance on General Motors from 40% to 25% of business, while strengthening relationships with other manufacturers like Toyota and Volkswagen. The acquisition is expected to yield over $300 million in synergies, with clearance on U.S. antitrust regulations achieved. The deal is projected to close in Q4 2025, reflecting American Axle's positive outlook for future growth and market adaptability amid ongoing industry changes, including tariffs and customer demand shifts.

Form Type: DEF 14A

Filing Date: 2025-03-20

Corporate Action: Acquisition

Type: New

Accession Number: 000106223125000031

Filing Summary: American Axle & Manufacturing Holdings, Inc. (AAM) is set to hold its Annual Meeting of Stockholders on May 1, 2025. The document discusses AAM's strong financial performance for 2024, reporting $6.1 billion in sales and $749 million in adjusted EBITDA. AAM has achieved significant milestones, including a cash and share offer agreement with the Dowlais Group plc, which will create a leading supplier in the driveline and metal forming sectors. The document outlines the meeting agenda, which includes the election of directors, approval of executive compensation, and endorsement of an amended incentive plan. Major compensation changes have been made to align with shareholder interests, including increases in performance-based pay metrics. The proxy statement reflects AAM’s commitment to sustainability and shareholder engagement, signaling positive growth and alignment with market demands in electric and hybrid vehicle technologies.

Form Type: DEFA14A

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000110465925026061

Filing Summary: American Axle & Manufacturing Holdings, Inc. is filing a proxy statement related to its planned merger with Dowlais, the legacy GKN driveline unit. The merger is expected to create a significant global driveline and metal-forming supplier with nearly $12 billion in combined revenues. Potential annual synergies of approximately $300 million are anticipated within three years, with significant cash flow and margin improvement expected. The merger is aimed at diversifying both customer and geographic revenue sources, moving beyond reliance on the 'Big Three' automakers in North America, and enhancing operational capabilities in electrification. Initial shareholder feedback is not disclosed due to regulatory constraints, but the merger is subject to votes from shareholders of both companies. Progress on regulatory filings is positive, with key milestones already achieved. The conversation also touched upon business conditions for 2025, ongoing operational challenges, and the potential for new business sourcing as the market stabilizes from recent uncertainties.

Form Type: 8-K

Filing Date: 2025-03-13

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925023238

Filing Summary: American Axle & Manufacturing Holdings, Inc. and Dowlais Group plc announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 concerning the recommended offer by American Axle to acquire all issued share capital of Dowlais. This acquisition, referred to as the Business Combination, is now moving forward following the regulatory approval of the waiting period, which is significant for the continuation of the deal. The filing includes a cautionary statement regarding forward-looking statements related to the Business Combination, which outlines potential risks and uncertainties related to completion, market impacts, and operational changes as a result of the merger. Additional information about the Business Combination, including proxy materials, will be filed with the SEC, indicating that shareholder participation will be solicited in this acquisition process.

Form Type: DEFA14A

Filing Date: 2025-03-13

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925023240

Filing Summary: On March 13, 2025, American Axle & Manufacturing Holdings, Inc. announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act regarding its acquisition of Dowlais Group plc. The announcement indicates progress in the Business Combination previously disclosed, with the anticipation of filing a proxy statement related to the proposed issuance of shares in connection with this acquisition. The company highlighted that the issuance might not require registration under the Securities Act if structured under English law, and further actions will depend on the transaction's execution method. It emphasized the importance of reviewing the forthcoming proxy statements and related documents for significant information regarding the acquisition process.

Form Type: 8-K

Filing Date: 2025-02-24

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925016568

Filing Summary: On February 24, 2025, American Axle & Manufacturing Holdings, Inc. entered into a material definitive agreement known as the Second Amendment and Incremental Facility Agreement with its wholly owned subsidiary, American Axle & Manufacturing, Inc., and various lenders, which increases its revolving credit facility to $1,495 million and provides for an $843 million incremental term loan in relation to a Business Combination with Dowlais Group plc. Additionally, a Backstop Termination Letter was executed to terminate a prior Backstop Credit Agreement due to the new funding arrangements. Amended and Restated Bridge Credit Agreements were also established, providing interim loan facilities totaling $1.343 billion to support the Business Combination, which aims to acquire the entire issued and to be issued share capital of Dowlais Group plc. A press release and investor presentation regarding the acquisition were also issued on the same day. This report is a significant step towards the planned acquisition and financing for the future growth of the company.

Form Type: DEFA14A

Filing Date: 2025-02-24

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925016570

Filing Summary: On February 24, 2025, American Axle & Manufacturing Holdings, Inc. (the Company) entered into a Second Amendment and Incremental Facility Agreement, which amends existing credit agreements to increase the revolving credit facility capacity to $1,495 million and includes an $843 million term loan B facility related to a Business Combination with Dowlais Group plc. Additionally, the Backstop Credit Agreement was terminated on the same date following the entry into the Second Amendment. The Company has also entered into Amended and Restated Bridge Credit Agreements to provide interim loan facilities in connection with the Business Combination process. The filing includes solicitations for proxies regarding the Strategy and details of the proposed acquisition, stressing the importance of reading proxy materials and relevant filings thoroughly as they contain critical information about the Business Combination. A press release and investor presentation were also issued on the same day to inform investors of these developments.

Form Type: DEFA14A

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925013565

Filing Summary: American Axle & Manufacturing Holdings, Inc. (AAM) is in the process of merging with Dowlais, creating a significant global supplier in the driveline and metal forming sectors for the automotive industry. The merger anticipates a substantial increase in combined revenues and is expected to yield approximately $300 million in synergies through operational efficiencies. AAM has outlined financial targets for 2025, projecting sales between $5.8 billion and $6.05 billion alongside an adjusted EBITDA of $700 million to $760 million. The company has expressed a robust confidence in executing the merger in accordance with regulatory requirements, indicating filing for SEC approval on February 7, 2025. Notably, AAM's anticipated performance highlights include successful management of costs, enhanced liquidity, and strategic planning surrounding their product portfolio post-combination. AAM's management has committed to transparency during this transition, urging shareholders to stay informed through forthcoming proxy statements and other related disclosures. Regulatory approval is anticipated by Q4 of 2025, following substantial preparatory work.

Form Type: DEFA14A

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925013929

Filing Summary: American Axle & Manufacturing Holdings, Inc. (AAM) announced the publication of its fourth-quarter and full-year 2024 financial results on February 14, 2025, alongside its anticipated profit forecast for 2025 during an earnings presentation. The key figures highlighted include a projected full-year sales target of between $5.8 billion and $6.05 billion, an adjusted EBITDA estimated at between $700 million and $760 million, and adjusted free cash flow expected to range from $200 million to $230 million. The forecast operationally relies on an assumption of 15.1 million units of North American light vehicle production and anticipates restructuring cash payments in the range of $20 million to $30 million. AAM’s financial outlook does not incorporate potential impacts from policy changes such as tariffs or regulations. Additionally, the company plans to finalize the sale of its commercial vehicle axle business in India by July 1, 2025. Importantly, it notes that the guidance reflects AAM on a stand-alone pre-combination basis and excludes costs related to a merger with Dowlais, which will affect actual results. The document further confirms compliance with accounting standards and highlights the inherent uncertainties within the profit forecast, urging shareholders to remain informed as further documents related to the merger will be filed with the SEC. All Statements related to this document are subject to legal and regulatory contexts.

Form Type: DEFA14A

Filing Date: 2025-02-14

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925014178

Filing Summary: On February 14, 2025, American Axle & Manufacturing Holdings, Inc. (AAM) held a Fourth Quarter 2024 Earnings Conference Call where leaders discussed the company's strong financial performance and strategic developments. AAM reported sales of $1.4 billion for Q4 2024, a slight decrease from $1.46 billion in the same quarter of the previous year. The company secured important contract extensions to supply power transfer units for Ford vehicles and announced a transformational combination with Dowlais, aiming to create a leading global driveline and metal forming company. Financial results indicated an adjusted EBITDA of $161 million for Q4 and $749 million for the full year, along with an adjusted earnings per share of a loss of $0.06 in Q4 but a positive $0.51 for the whole year. The combination with Dowlais is expected to yield $300 million in synergies, improve geographic balance, and strengthen customer relationships. AAM aims to target sales between $5.8 billion and $6.05 billion for 2025, reflecting ongoing improvements and adjustments to their operational strategies. The leaders expressed confidence in the future performance of the merged entity and highlighted a positive outlook after the anticipated close of the acquisition.

Form Type: 8-K

Filing Date: 2025-01-29

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925007242

Filing Summary: On January 29, 2025, American Axle & Manufacturing Holdings, Inc. (AAM) announced a recommended offer to acquire the entire issued and to be issued share capital of Dowlais Group plc. Each Dowlais shareholder is entitled to receive 42 pence per share in cash and 0.0863 new shares of common stock of AAM. Additionally, Dowlais shareholders may receive a final cash dividend of up to 2.8 pence per share, subject to the approval of Dowlais’s board. The total value of the Business Combination is estimated at 85.2 pence per Dowlais share, valuing Dowlais at approximately £1.16 billion on a fully diluted basis. After the merger, AAM’s stockholders and Dowlais shareholders are expected to own 51% and 49% of the combined company, respectively, which will be headquartered in Detroit, with David C. Dauch serving as CEO. The Board of both companies has unanimously approved the deal, which is contingent upon the approval of Dowlais shareholders and several regulatory conditions, with an expected completion date by the end of 2025. A co-operation agreement has been signed outlining mutual agreements on regulatory approvals and operational aspects, alongside commitments regarding dividends and alternative proposals through the duration of the pending transaction. The document outlines significant financing arrangements including a $484.25 million Backstop Credit Agreement and additional bridge loan facilities totaling $1.343 billion for financing the acquisition costs. Regulatory clearances, shareholder meetings, and court sanctions are required for the Business Combination to take effect.

Form Type: DEFA14A

Filing Date: 2025-01-29

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925007244

Filing Summary: On January 29, 2025, American Axle & Manufacturing Holdings, Inc. announced a recommended offer to acquire the entire issued share capital of Dowlais Group plc. The offer includes cash and shares, with each Dowlais share valued at a total of 85.2 pence, inclusive of a potential dividend. The deal values Dowlais at approximately £1.16 billion. Following the merger, AAM and Dowlais shareholders are expected to own approximately 51% and 49% of the combined entity, respectively. Key conditions for the completion of the acquisition include shareholder and court approvals, regulatory clearances, and the effective date being set before June 29, 2026. A Co-operation Agreement was also entered into, establishing mutual obligations between AAM and Dowlais, including efforts to obtain regulatory approvals and commitments on dividend distributions. In connection with the acquisition, AAM has entered into significant financing agreements to support the acquisition costs. The acquisition is expected to be completed by the end of 2025 and aims to enhance AAM's market position in the industry.

Form Type: DEFA14A

Filing Date: 2025-01-29

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925007245

Filing Summary: American Axle & Manufacturing Holdings, Inc. (AAM) has announced an agreement with the board of Dowlais Group plc (Dowlais) for a recommended cash and share offer for Dowlais. Upon completion, AAM shareholders will hold approximately 51% of the combined entity while Dowlais shareholders will have about 49%. Dowlais consists of GKN Automotive and GKN Powdered Metallurgy, with combined revenues near $6 billion. The acquisition aims to create a robust global Tier 1 supplier, enhancing AAM's product portfolio and expanding its market presence. The combined company is projected to achieve sales of approximately $12 billion and employ around 50,000 associates across over 170 facilities. AAM has outlined several strategic advantages of this acquisition, including significant synergies estimated at $300 million, a diversified customer base, and a balanced geographic footprint. The transaction is expected to close by the end of 2025 and is contingent on shareholder and regulatory approvals. Until the completion of the deal, AAM and Dowlais will continue to operate independently. AAM emphasizes maintaining high operational standards during this transition and has scheduled internal global meetings to communicate further details of the transaction.

Form Type: DEFA14A

Filing Date: 2025-01-29

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925007246

Filing Summary: On January 29, 2025, American Axle & Manufacturing Holdings, Inc. (AAM) announced a strategic combination with Dowlais, which will involve a cash and share offer for approximately $1.44 billion for Dowlais' entire ordinary share capital. The acquisition aims to create a leading global driveline and metal forming company. AAM expects to achieve substantial synergies estimated at $300 million annually, with anticipated revenue of approximately $12 billion and adjusted EBITDA margins around 14% post-acquisition. AAM plans to add two independent directors from Dowlais to its board and to invite Dowlais executives into AAM's leadership team. The transaction requires shareholder and regulatory approvals and is projected to close by year-end. The deal is driven by the need for enhanced diversification, improved market position, and long-term growth potential, addressing both product and geographic customer bases. The combination will reduce AAM’s dependence on General Motors and enhance its presence in European and Asian markets.