UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 28, 2017
METALDYNE PERFORMANCE GROUP INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36774
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47-1420222
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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One Towne Square, Suite 550,
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Southfield, MI
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48076
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (248)
727-1800
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Update Regarding Litigation Related to the Proposed Merger
On March 22, 2017, a putative shareholder class action lawsuit, captioned
Brian Zimmer v. Metaldyne Performance Group Inc., et al.
, Case No.
2:17-cv-10911-MAG-DRG,
was filed in the United States District Court for the Eastern District
of Michigan (the
District Court
), against Metaldyne Performance Group Inc. (the
Company
or
MPG
) and the members of the Companys Board of Directors. The complaint asserts claims under
Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, and alleges, among other things, that the definitive proxy statement on Schedule 14A filed by the Company with the U.S. Securities and Exchange Commission (the
SEC
)
on March 6, 2017 (the
Definitive Proxy Statement
) in connection with the solicitation of proxies for the special meeting of the Companys stockholders scheduled to be held on April 5, 2017 (the
Special
Meeting
) contains materially incomplete and misleading statements and/or omits material information. The complaint seeks, among other things, injunctive relief and an award of attorneys fees and expenses. On March 23, 2017, the
plaintiff in the
Zimmer
action filed a motion for preliminary injunction and a request for an expedited hearing before the Special Meeting. On March 24, 2017, the District Court scheduled a hearing on such matter for April 3, 2017.
On March 28, 2017, the Company filed this Current Report on Form
8-K
with the SEC making supplemental disclosures to the Definitive Proxy Statement. Also on March 28, 2017, the plaintiff in the
Zimmer
action filed a notice with the District Court voluntarily withdrawing his motion for preliminary injunction as moot.
Supplemental Definitive Proxy Statement Disclosure
On March 6, 2017, the Company filed the Definitive Proxy Statement for the Special Meeting. At the Special Meeting, the Companys stockholders will
vote, among other things, on a proposal to adopt the Agreement and Plan of Merger, dated as of November 3, 2016 (as may be amended from time to time, the
Merger Agreement
), by and among the Company, American Axle &
Manufacturing Holdings, Inc. (
AAM
) and Alpha SPV I, Inc. (
Merger Sub
), pursuant to which Merger Sub will merge with and into the Company (the
Merger
), with the Company surviving the Merger as
a wholly-owned subsidiary of AAM, and to approve the transactions contemplated by the Merger Agreement. The Company is electing to make the supplemental disclosures to the Definitive Proxy Statement set forth below.
SUPPLEMENT TO DEFINITIVE PROXY STATEMENT
This supplemental information should be read in conjunction with the Definitive Proxy Statement, which should be read in its entirety. Page references in
the below disclosures are to pages in the Definitive Proxy Statement, and defined terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement. Without admitting in any way that the disclosures below are material
or otherwise required by law, the Company makes the following amended and supplemental disclosures:
The section of the Definitive Proxy Statement
entitled THE MERGERBackground to the Merger is amended and supplemented as follows:
The disclosure on page 61 of the Definitive
Proxy Statement is amended and supplemented by adding the following new sentence at the end of the fifth full paragraph on such page:
In
addition, none of the potential counterparties contacted by BofA Merrill Lynch (including Company A and Company B) entered into a confidentiality agreement with MPG regarding a potential strategic transaction with MPG.
The section of the Definitive Proxy Statement entitled THE MERGEROpinion of MPGs Financial
AdvisorSummary of Material Financial Analyses of MPG is amended and supplemented as follows:
The disclosure on page 89 of the Definitive
Proxy Statement is amended and supplemented by deleting the phrase to have similar or reasonably comparable operations to MPG after the word considered in the first sentence of the
sub-section
titled Selected Publicly Traded Companies Analysis on such page and replacing such phrase with the following new phrase:
, based on, among other things, their respective customer bases, growth profiles, manufacturing operations and profit and cash flow margins, to
be relevant to an analysis with respect to MPG:
The disclosure on page 89 of the Definitive Proxy Statement is amended and supplemented by adding columns
for 2016 and 2017 EBITDAP multiples to the list of selected publicly traded companies on such page as follows:
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2016 EBITDAP
multiple
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2017 EBITDAP
multiple
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American Axle & Manufacturing Holdings, Inc.
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4.2x
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3.9x
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BorgWarner Inc.
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6.4x
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6.2x
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Cooper-Standard Automotive Inc.
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5.2x
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4.9x
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Dana Incorporated
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5.1x
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4.9x
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GKN plc
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7.3x
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6.7x
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Lear Corporation
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5.2x
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5.1x
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Linamar Corporation
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4.7x
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4.4x
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Magna International Inc.
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5.2x
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4.7x
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Martinrea International Inc.
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4.2x
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3.8x
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Tenneco Inc.
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5.0x
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4.7x
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The Schaeffler Technologies AG & Co. KG
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5.6x
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5.3x
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The disclosure on page 90 of the Definitive Proxy Statement is amended and supplemented by adding a column to the table on
such page for the individual Transaction Multiple under the
sub-section
titled Selected Precedent Transactions Analysis as follows:
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Acquiror
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Target
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Announcement
Month and Year
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Transaction
Multiple
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Valeo SA
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FTE Automotive GmbH
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June 2016
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8.0x
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Musashi Seimitsu Industry Co., Ltd.
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Hay Holding GmbH
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May 2016
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7.0x
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The Riberas family
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Gestamp Automoción, S.A. (35.0%)
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February 2016
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6.4x
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Linamar Corporation
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Montupet S.A.
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October 2015
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8.8x
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Johnson Electric Holdings Limited
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Stackpole International
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August 2015
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10.6x
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BorgWarner Inc.
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Remy International, Inc.
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July 2015
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10.2x
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Magna International Inc.
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GETRAG Group of Companies
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July 2015
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8.8x
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Mahle GmbH
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Delphi Automotive Plc.
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February 2015
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6.8x
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Bain Capital, L.P.
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TI Automotive Ltd.
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January 2015
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6.0x
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ZF Friedrichshafen AG
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TRW Automotive Holdings Corp.
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September 2014
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7.4x
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Clearlake Capital Group
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Sage Automotive Interiors, Inc.
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September 2014
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6.3x
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Lear Corporation
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Eagle Ottawa, LLC
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August 2014
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6.0x
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Hitachi Metals Automotive Components USA, LLC
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Waupaca Foundry, Inc.
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August 2014
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6.0x
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AVIC Electromechanical Systems Co., Ltd.
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Hilite International, Inc.
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May 2014
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8.0x
9.9x
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(1)
(2)
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American Securities LLC
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Grede Holdings LLC
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April 2014
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5.3x
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American Securities LLC
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MD Investors Corporation
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December 2012
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4.8x
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American Securities LLC
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HHI Group Holdings LLC
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October 2012
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5.3x
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KPS Capital Partners LP
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Waupaca Foundry, Inc.
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May 2012
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6.1x
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(2)
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US GAAP multiple (13A).
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The disclosure on page 90 of the Definitive Proxy Statement is amended and supplemented by adding the following
new parenthetical at the end of the first sentence in the last paragraph on such page after the word EBITDA:
(which we refer
to in this section of this joint proxy statement/prospectus as Transaction Multiple).
The disclosure on page 91 of the Definitive Proxy Statement is
amended and supplemented by adding the following new parenthetical after the phrase MPG forecasts and before the phrase to be approximately $81 million in the first sentence of the
sub-section
titled Discounted Cash Flow Analysis on such page:
(by, among other
things, making certain adjustments to EBITDA)
The disclosure on page 91 of the Definitive Proxy Statement is amended and supplemented by adding the
following new phrase after the phrase capital asset pricing model at the end of the third sentence of the
sub-section
titled Discounted Cash Flow Analysis on such page:
, which took into account the risk free rate, the levered beta of MPG, the appropriate equity market risk premium, the size premium of MPG and
MPGs estimated cost of debt.
The section of the Definitive Proxy Statement entitled THE MERGEROpinion of MPGs Financial
AdvisorSummary of Material Financial Analyses of AAM is amended and supplemented as follows:
The disclosure on page 91 of the Definitive
Proxy Statement is amended and supplemented by deleting the phrase to have similar or reasonably comparable operations to AAM in the first sentence of the
sub-section
titled Selected Publicly
Traded Companies Analysis on such page and replacing such phrase with the following new phrase:
, based on, among other things,
their respective customer bases, growth profiles, manufacturing operations and profit and cash flow margins, to be relevant to an analysis with respect to AAM:
The disclosure on pages
91-92
of the Definitive Proxy Statement is amended and supplemented by adding columns for 2016
and 2017 EBITDAP multiples to the list of selected publicly traded companies on such pages as follows:
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2016 EBITDAP
multiple
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2017 EBITDAP
multiple
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BorgWarner Inc.
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6.4x
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6.2x
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Cooper-Standard Automotive Inc.
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5.2x
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4.9x
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Dana Incorporated
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5.1x
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4.9x
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GKN plc
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7.3x
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6.7x
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Lear Corporation
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5.2x
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5.1x
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Linamar Corporation
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4.7x
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4.4x
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Magna International Inc.
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5.2x
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4.7x
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Martinrea International Inc.
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4.2x
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3.8x
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Metaldyne Performance Group Inc.
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5.6x
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5.3x
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Tenneco Inc.
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5.0x
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4.7x
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The Schaeffler Technologies AG & Co. KG
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5.6x
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5.3x
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The disclosure on page 93 of the Definitive Proxy Statement is amended and supplemented by adding the following new phrase at
the end of the second full sentence on such page following the phrase capital asset pricing model:
, which took into account
the risk free rate, the levered beta of AAM, the appropriate equity market risk premium, the size premium of AAM and AAMs estimated cost of debt.
The section of the Definitive Proxy Statement entitled THE MERGEROpinion of MPGs Financial
AdvisorOther Factors is amended and supplemented as follows:
The disclosure on page 95 of the Definitive Proxy Statement is amended and
supplemented by deleting the word and after the end of the first bulleted item appearing on such page, deleting the period at the end of the second bulleted item appearing on such page and replacing it with the new phrase ;
and and by adding the following new bulleted phrase at the end of the bulleted list appearing on such page:
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in relation to the selected publicly traded companies in the automotive supplier industry analyzed by BofA Merrill Lynch (with respect to both MPG and AAM), BofA Merrill Lynch also observed (i) annual revenue
growth rates of between 2% and 7% for calendar years 2016 through 2018, (ii) annual adjusted EBITDA growth rates of between 3% and 10% for calendar years 2016 through 2018, (iii) adjusted EBITDA margins and adjusted EBITDA-capital expenditure
margins of between 8% and 18% and between 3% and 11%, respectively, for calendar year 2016, and (iv) return on invested capital (calculated as
tax-effected
EBIT divided by the sum of total assets less
goodwill, intangibles, net
non-debt
current liabilities and cash), of between 10% and 32% for calendar year 2016, assuming a marginal tax rate of 35%.
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The section of the Definitive Proxy Statement entitled THE MERGERCertain Unaudited Prospective Financial Information of AAM and MPG is
amended and supplemented as follows:
The disclosure on page 99 of the Definitive Proxy Statement is amended and supplemented by adding the following
new rows to the table on such page titled MPG forecasts:
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Year Ended December 31,
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2016E
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2017E
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2018E
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2019E
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2020E
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(in millions)
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Net Income
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$
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96
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$
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102
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$
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127
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$
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165
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$
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179
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Free Cash Flow
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143
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120
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153
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215
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257
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The disclosure on page 99 of the Definitive Proxy Statement is amended and supplemented by adding the following new sentence
and table on such page following the table titled MPG forecasts:
The following tables provide a reconciliation of certain
non-GAAP
financial measures included in the MPG forecasts to the closest GAAP financial measure:
Reconciliation of
Non-GAAP
Information - Adjusted EBITDA
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2016E
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2017E
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2018E
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2019E
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2020E
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(in millions)
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Income before tax
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$
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134
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$
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142
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$
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178
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$
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231
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$
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252
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Addbacks to Arrive at Unadjusted EBITDA
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Interest expense, net
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104
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102
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102
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101
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100
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Depreciation and amortization
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216
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232
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247
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262
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275
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Unadjusted EBITDA
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$
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454
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$
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476
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$
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527
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$
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594
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$
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627
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Adjustments to Arrive at Adjusted EBITDA
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Stock-based compensation expense
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18
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20
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20
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20
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20
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Non-recurring
acquisition and purchase accounting
items
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4
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3
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3
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3
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3
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Non-recurring
operational items
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17
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5
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Adjusted EBITDA
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$
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493
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$
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504
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$
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550
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$
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617
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$
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650
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Reconciliation of
Non-GAAP
Information - Free Cash
Flow
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2016E
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2017E
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2018E
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2019E
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2020E
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(in millions)
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Net cash provided by operating activities
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$
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352
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$
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349
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$
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370
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$
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412
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$
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451
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Less: Capital expenditures
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(209
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)
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(229
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)
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(217
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(197
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)
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(194
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Free Cash Flow
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$
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143
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$
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120
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$
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153
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$
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215
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$
|
257
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The section of the Definitive Proxy Statement entitled THE MERGERInterests of MPG Directors and Executive
Officers in the Merger is amended and supplemented as follows:
The disclosure on page 103 of the Definitive Proxy Statement is amended and
supplemented by adding the following new paragraph immediately preceding the
sub-section
titled Change in Control Severance Plan on such page:
Other than the AS designees, none of MPGs directors will continue to serve as directors of the combined company (or of MPG as the
surviving corporation in the merger). As of the date hereof, it is not expected that any of MPGs executive officers will be employed by MPG or AAM following the effective time of the merger.
Cautionary Note Regarding Forward-Looking Statements
Certain information set forth in this communication, including statements as to the expected timing, completion and effects of the proposed transaction,
constitutes forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as expects,
intends, anticipates, plans, projects, believes, seeks, targets, forecasts, will, would, or similar expressions, and variations
or negatives of these words, and often address, but are not limited to, statements regarding expected future business, prospects and financial performance and financial condition. Forward-looking statements by their nature address matters that are,
to different degrees, uncertain, such as statements about the consummation of the proposed merger and the anticipated benefits thereof (including future financial and operating results) and statements based on managements current expectations
and assumptions (including expectations and intentions with respect to the combined company), which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and that are outside of the control of AAM
and MPG. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking
statements.
Important risk factors that may cause actual results to differ from those described in the forward-looking statements include the following:
(i) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement or otherwise affect the completion of the proposed transaction on the anticipated terms and timing, including the risk
that MPGs stockholders may not approve the proposed merger or that AAMs stockholders may not approve the share issuance in connection with the proposed merger, that the necessary regulatory approvals may not be obtained or may be
obtained subject to conditions that are not anticipated, that AAM might fail to obtain alternative financing in the event of any failure of its existing financing commitments for the transaction, or that any of the closing conditions to the proposed
merger may not be satisfied in a timely manner; (ii) the ability of AAM and MPG to integrate their businesses successfully and to realize the anticipated benefits of the proposed merger; (iii) potential litigation relating to the proposed
merger; (iv) risks related to disruptions to ongoing business operations, including disruptions to management time, related to the proposed merger; (v) the effect of the announcement of the proposed merger on the ability of MPG or AAM to
retain and hire key personnel; (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed merger; (vii) legislative, regulatory and economic developments
(including those resulting from the United Kingdoms vote to exit the European Union) and the potential incurrence of significant costs, liabilities and obligations in connection therewith;
(viii) volatility in the global economy impacting demand for new vehicles and automotive products; (ix) a decline in vehicle production levels, particularly with respect to platforms for which AAM or MPG is a significant supplier, or the
financial distress of any of AAMs or MPGs major customers; (x) cyclicality and seasonality in the light vehicle, industrial and commercial vehicle markets; (xi) the performance and results of operations of AAMs and
MPGs significant competitors; (xii) AAMs and MPGs dependence on large-volume customers for current and future sales and their ability to attract new customers and programs for new products; (xiii) a reduction in
outsourcing by AAMs or MPGs customers, the loss or discontinuation of material production or programs, or AAMs or MPGs failure to secure sufficient alternative programs; (xiv) AAMs or MPGs inability to
realize all of the sales expected from awarded business or to fully recover
pre-production
costs, their inability to achieve cost reductions required to sustain cost competitiveness, or their failure to
increase production capacity or over-expanding its production in times of overcapacity; (xv) a disruption in AAMs or MPGs supply or delivery chains which causes one or more of its customers to halt production; (xvi) work
stoppages or production limitations at one or more of AAMs or MPGs customers facilities; (xvii) a catastrophic loss of one of AAMs or MPGs key manufacturing facilities or the incurrence of significant costs if AAM
or MPG closes any of its manufacturing facilities; (xviii) AAMs or MPGs failure to protect its
know-how
and intellectual property; (xix) supply shortages or significant increases in the
prices of the raw materials and commodities AAM and MPG use; (xx) the risk of the incurrence of material costs related to legal proceedings or regulatory matters, including liabilities arising from warranty claims, product recall or field
actions, and risks of noncompliance with environmental laws and regulations or risks of environmental issues that could result in unforeseen costs at AAMs or MPGs facilities; (xxi) any failure to maintain satisfactory labor
relations and potential liabilities associated with pension and other postretirement benefit obligations; (xxii) risks related to AAMs and MPGs global operations, including exposure to foreign exchange rate fluctuations, threats
posed by entering new markets, and AAMs and MPGs exposure to a number of different tax uncertainties, including the impact of the mix of AAMs and MPGs profits and losses in various jurisdictions affecting its tax rate;
(xxiii) AAMs or MPGs inability, or the inability of their respective customers or suppliers, to obtain and maintain sufficient debt financing, including working capital lines, (xxiv) AAMs and MPGs reliance on key
machinery and tooling to manufacture components that cannot be easily replicated and (xv) program launch difficulties.
Additional risks and
uncertainties are contained in MPGs and AAMs filings with the SEC, including in the joint proxy statement/prospectus. While the list of factors presented here is considered representative, no such list should be considered to be a
complete statement of all the potential risks, uncertainties or assumptions that could have a material adverse effect on MPGs or AAMs consolidated financial condition or results of operations or cause MPGs or AAMs current
expectations or beliefs to change. Persons reading this communication are cautioned against relying on any forward-looking statements, which speak only as of the date hereof and should be read in conjunction with the other cautionary statements that
are included elsewhere herein, in the joint proxy statement/prospectus and in MPGs and AAMs public filings, including those described under Risk Factors in their respective Annual Reports on Form
10-K
and Quarterly Reports on Form
10-Q.
Neither MPG nor AAM assumes any obligation, and each expressly disclaims any obligation, to publicly provide revisions or updates to
any forward-looking statements, except as otherwise required by securities and other applicable laws.
Additional Information and Where to Find It
This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in connection with the proposed merger of MPG with Merger Sub, pursuant to which MPG would become a wholly-owned
subsidiary of AAM. In connection with the proposed merger, AAM has filed with the SEC a registration statement on
Form S-4
(File
No. 333-215161)
(as amended,
the
Registration Statement
) that includes a joint proxy statement of MPG and AAM and also constitutes a prospectus of AAM. The Registration Statement was declared effective by the SEC on March 6, 2017. On March 6, 2017,
MPG also filed with the SEC the Definitive Proxy Statement in connection with the proposed merger and MPG mailed the Definitive Proxy Statement to its stockholders beginning on or around March 7, 2017. MPG and AAM may also file other documents
with the SEC regarding the proposed merger. INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER AND RELATED MATTERS. Investors and security holders may obtain free copies of the Registration Statement and Definitive Proxy Statement and other documents
filed with the SEC by MPG and AAM free of charge through the website maintained by the SEC at
www.sec.gov
. Copies of documents filed with the SEC by MPG will also be made available free of charge on MPGs investor relations website.
Copies of documents filed with the SEC by AAM will also be made available free of charge on AAMs investor relations website.
Participants in
the Solicitation
MPG and its directors and executive officers may be deemed to be participants in the solicitation of proxies from MPGs
stockholders in respect of the proposed merger. Information regarding MPGs directors and executive officers is contained in the Companys proxy statement for its 2016 Annual Meeting of Stockholders, which was filed with the SEC on
April 11, 2016. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the Registration Statement and Definitive Proxy
Statement and may also be contained in other relevant materials to be filed with the SEC when they become available.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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METALDYNE PERFORMANCE GROUP INC.
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By:
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/s/ Thomas M. Dono, Jr.
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Name:
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Thomas M. Dono, Jr.
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Title:
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Executive Vice President, General Counsel & Secretary
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Date: March 28, 2017
METALDYNE PERFORMANCE GROUP INC. (NYSE:MPG)
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