MPG Metaldyne Performance Grp. Inc. (delisted)

On April 6, 2017 (the “ Closing Date ”), American Axle & Manufacturing Holdings, Inc. (“ AAM ”) completed the previously announced acquisition of Metaldyne Performance Group Inc. (the “ Company ”), through the merger of Alpha SPV I, Inc., a wholly owned subsidiary of AAM (“ Merger Sub ”), with and into the Company (the “ Merger ”), pursuant to the Agreement and Plan of Merger, dated as of November 3, 2016, by and among the Company, AAM and Merger Sub (the “ Merger Agreement ”).

Pursuant to the Merger Agreement, at the effective time of the Merger (the “ Effective Time ”), each share of common stock, par value $0.001 per share, of the Company (“ Company Common Stock ”) issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock held in the treasury of the Company, shares of Company Common Stock that were owned by AAM or any direct or indirect subsidiary of AAM (including Merger Sub) or shares of Company Common Stock that were held by a stockholder that properly sought appraisal rights pursuant to the terms of the Merger Agreement and applicable Delaware law) was cancelled and converted into the right to receive $13.50 in cash, without interest, and 0.5 shares of common stock, par value $0.01 per share, of AAM (“ AAM Common Stock ”), together with cash in lieu of any fractional shares of AAM Common Stock (collectively, the “ Merger Consideration ”).

In addition, all Company stock options, restricted stock awards and restricted stock units outstanding as of immediately prior to the effective time of the Merger were accelerated in full immediately prior to the Merger. At the Effective Time, each Company stock option was converted into the right to receive an amount in cash equal to the Merger Consideration less the strike price of the applicable Company stock option (calculated based on the aggregate number of shares of Company Common Stock that were issuable upon exercise of such Company stock option immediately prior to the Merger). Each share of restricted stock of the Company outstanding immediately prior to the Effective Time was canceled and converted into the right to receive the Merger Consideration and each restricted stock unit was canceled and converted into the right to receive the Merger Consideration in an amount equal to the number of shares of Company Common Stock underlying such cancelled restricted stock unit.

The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “ SEC ”) on November 3, 2016, which is incorporated herein by reference.