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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 10, 2025
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
(Exact Name of Registrant as Specified in
Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 1-14303 | |
38-3161171 |
| (Commission File Number) | |
(IRS Employer Identification No.) |
| | |
|
| One Dauch Drive, Detroit, Michigan | |
48211-1198 |
| (Address of Principal Executive Offices) | |
(Zip Code) |
| (313) 758-2000 |
| (Registrant's Telephone Number, Including Area Code) |
| |
| |
| (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 (see General Instruction
A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | |
Trading Symbol(s) | |
Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | |
AXL | |
The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
On March 13, 2025, American Axle & Manufacturing
Holdings, Inc. (the “Company”) and Dowlais Group plc, a public limited company incorporated in England and Wales (“Dowlais”),
released, via the Regulatory News Service in London, a joint announcement (the “RNS Announcement”) regarding the expiration
of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the previously disclosed
terms of the recommended offer by the Company to acquire the entire issued and to be issued share capital of Dowlais (the “Business
Combination”). A copy of the RNS Announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current
Report”) and is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits |
(d) Exhibits
Cautionary Statement Concerning Forward-Looking
Statements
This Current Report, and the documents
incorporated by reference into this Current Report, contain statements concerning the Company’s expectations, beliefs, plans,
objectives, goals, strategies, and future events or performance, including, but not limited to, certain statements related to (i)
the ability of the Company and Dowlais to consummate the Business Combination in a timely manner or at all; (ii) the satisfaction
(or waiver) of conditions to the consummation of the Business Combination; (iii) adverse effects on the market price of the
Company’s or Dowlais’s operating results, including because of a failure to complete the Business Combination; (iv) the
effect of the announcement or pendency of the Business Combination on the Company’s or Dowlais’s business relationships,
operating results and business generally; (v) future capital expenditures, expenses, revenues, economic performance, synergies,
financial conditions, market growth, dividend policy, losses and future prospects; (vi) business and management strategies and the
expansion and growth of the operations of the Company or the Dowlais; and (vii) the effects of government regulation on the business
of the Company or Dowlais. Such statements are “forward-looking” statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and relate to trends and events that may affect the Company’s future financial position and
operating results. The terms such as “will,” “may,” “could,” “would,”
“plan,” “believe,” “expect,” “anticipate,” “intend,”
“project,” “target,” and similar words or expressions, as well as statements in future tense, are intended
to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or
results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be
achieved. Forward-looking statements are based on information available at the time those statements are made and/or the
Company’s management’s good faith belief as of that time with respect to future events and are subject to risks and may
differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such
differences include, but are not limited to: global economic conditions, including the impact of inflation, recession or
recessionary concerns, or slower growth in the markets in which the Company operates; reduced purchases of the Company’s
products by General Motors Company (GM), Stellantis N.V. (Stellantis), Ford Motor Company (Ford) or other customers; the
Company’s ability to respond to changes in technology, increased competition or pricing pressures; the Company’s ability
to develop and produce new products that reflect market demand; lower-than-anticipated market acceptance of new or existing
products; the Company’s ability to attract new customers and programs for new products; reduced demand for the Company’s
customers’ products (particularly light trucks and sport utility vehicles (SUVs) produced by GM, Stellantis and Ford); risks
inherent in the Company’s global operations (including tariffs and the potential consequences thereof to the Company, the
Company’s suppliers, and the Company’s customers and their suppliers, adverse changes in trade agreements, such as the
United States-Mexico-Canada Agreement (USMCA), compliance with customs and trade regulations, immigration policies, political
stability or geopolitical conflicts, taxes and other law changes, potential disruptions of production and supply, and currency rate
fluctuations); supply shortages and the availability of natural gas or other fuel and utility sources in certain regions, labor
shortages, including increased labor costs, or price increases in raw material and/or freight, utilities or other operating supplies
for the Company or the Company’s customers as a result of pandemic or epidemic illness, geopolitical conflicts, natural
disasters or otherwise; a significant disruption in operations at one or more of the Company’s key manufacturing facilities;
risks inherent in transitioning the Company’s business from internal combustion engine vehicle products to hybrid and electric
vehicle products; the Company’s ability to realize the expected revenues from the Company’s new and incremental business
backlog; negative or unexpected tax consequences, including those resulting from tax litigation; risks related to a failure of the
Company’s information technology systems and networks, including cloud-based applications, and risks associated with current
and emerging technology threats, and damage from computer viruses, unauthorized access, cyber attacks, including increasingly
sophisticated cyber attacks incorporating use of artificial intelligence, and other similar disruptions; the Company’s
suppliers’, the Company’s customers’ and their suppliers’ ability to maintain satisfactory labor relations
and avoid or minimize work stoppages; cost or availability of financing for working capital, capital expenditures, research and
development (R&D) or other general corporate purposes including acquisitions, as well as the Company’s ability to comply
with financial covenants; the Company’s customers’ and suppliers’ availability of financing for working capital,
capital expenditures, R&D or other general corporate purposes; an impairment of the Company’s goodwill, other intangible
assets, or long-lived assets if the Company’s business or market conditions indicate that the carrying values of those assets
exceed their fair values; liabilities arising from warranty claims, product recall or field actions, product liability and legal
proceedings to which the Company is or may become a party, or the impact of product recall or field actions on the Company’s
customers; the Company’s ability or the Company’s customers’ and suppliers’ ability to successfully launch
new product programs on a timely basis; risks of environmental issues, including impacts of climate-related events, that could
result in unforeseen issues or costs at the Company’s facilities, or risks of noncompliance with environmental laws and
regulations, including reputational damage; the Company’s ability to maintain satisfactory labor relations and avoid work
stoppages; the Company’s ability to consummate strategic initiatives and successfully integrate acquisitions and joint
ventures; the Company’s ability to achieve the level of cost reductions required to sustain global cost competitiveness or the
Company’s ability to recover certain cost increases from the Company’s customers; price volatility in, or reduced
availability of, fuel; the Company’s ability to protect the Company’s intellectual property and successfully defend
against assertions made against the Company; adverse changes in laws, government regulations or market conditions affecting the
Company’s products or the Company’s customers’ products; the Company’s ability or the Company’s
customers’ and suppliers’ ability to comply with regulatory requirements and the potential costs of such compliance;
changes in liabilities arising from pension and other postretirement benefit obligations; the Company’s ability to attract and
retain qualified personnel in key positions and functions; and other unanticipated events and conditions that may hinder the
Company’s ability to compete. It is not possible to foresee or identify all such factors and the Company makes no commitment
to update any forward-looking statement or to disclose any facts, events or circumstances after the date hereof that may affect the
accuracy of any forward-looking statement.
Additional Information
This Current Report may be deemed to be
solicitation material in respect of the Business Combination, including the issuance of shares of the Company’s common stock
(“Company Common Stock”) in respect of the Business Combination. In connection with the foregoing proposed issuance of
Company Common Stock (the “Share Issuance”), the Company expects to file a proxy statement on Schedule 14A, including
any amendments and supplements thereto (the “Proxy Statement”) with the United States Securities and Exchange Commission
(the “SEC”). To the extent the Business Combination is effected as a scheme of arrangement under English law, the Share
Issuance would not be expected to require registration under the Securities Act of 1933, as amended (the “Securities
Act”), pursuant to an exemption provided by Section 3(a)(10) under the Securities Act. In the event that the Company exercises
its right to elect to implement the Business Combination by way of a takeover offer (as defined in the UK Companies Act 2006) or
otherwise determines to conduct the Business Combination in a manner that is not exempt from the registration requirements of the
Securities Act, the Company expects to file a registration statement with the SEC containing a prospectus with respect to the Share
Issuance. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT, THE SCHEME DOCUMENT, AND OTHER RELEVANT DOCUMENTS FILED
OR TO BE FILED BY THE COMPANY WITH THE SEC OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT (IF ANY) CAREFULLY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE BUSINESS COMBINATION AND RELATED MATTERS. Investors
and shareholders will be able to obtain free copies of the Proxy Statement, the scheme document, and other documents filed by the
Company with the SEC at the SEC’s website at http://www.sec.gov. In addition, investors and stockholders will be able to
obtain free copies of the Proxy Statement, the scheme document, and other documents filed by the Company with the SEC at
https://www.aam.com/investors.
Participants in the Solicitation
The Company and its directors, its directors,
executive officers and certain other members of management and employees will be participants in the solicitation of proxies from the
Company’s stockholders in respect of the Business Combination, including the proposed issuance of Company Common Stock in connection
with the Business Combination. Information regarding the Company’s directors and executive officers is contained in the Annual Report
on Form 10-K for the fiscal year ended December 31, 2024 of the Company, which was filed with the SEC on February 14, 2025 and in the
definitive proxy statement on Schedule 14A for the Company’s annual meeting of stockholders of the Company, which was filed with
the SEC on March 21, 2024 and the Current Report on Form 8-K of the Company, which was filed with the SEC on May 2, 2024. Additional information
regarding the identity of participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in
the Proxy Statement when it is filed with the SEC. To the extent holdings of the Company’s securities by its directors or executive
officers change from the amounts set forth in the Proxy Statement, such changes will be reflected on Initial Statements of Beneficial
Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC by the Company. These documents may be obtained
free of charge from the SEC’s website at www.sec.gov and the Company’s website at https://www.aam.com/investors.
SIGNATURES
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.
| |
|
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. |
| |
|
|
| Date: |
March 13, 2025 |
By: |
/s/ Matthew K. Paroly |
| |
|
|
Matthew K. Paroly |
| |
|
|
Vice President, General Counsel & Secretary |
Exhibit 99.1
NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS
OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
13 March 2025
RECOMMENDED CASH
AND SHARE COMBINATION
OF
DOWLAIS GROUP
PLC (“DOWLAIS”)
WITH
AMERICAN AXLE
& MANUFACTURING HOLDINGS, INC. (“AAM”)
COMBINATION UPDATE:
POSITIVE DEVELOPMENT IN U.S. ANTITRUST CLEARANCE
AAM (NYSE: AXL)
and Dowlais are pleased to announce the expiration of the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act
of 1976 (the "HSR Act") for the proposed combination of Dowlais with AAM.
The expiration
of the waiting period under the HSR Act satisfies one of the conditions to closing the Combination. Filing processes in other jurisdictions
are progressing and the Combination is expected to close in the fourth quarter of 2025, subject to satisfaction of the remaining conditions
as set out in the Rule 2.7 announcement released by AAM and Dowlais on 29 January 2025 (the “Rule 2.7 Announcement”).
Unless otherwise
defined in this announcement, capitalised terms used in this announcement shall have the same meanings given to them in the Rule 2.7
Announcement.
Enquiries
| AAM |
|
| David H. Lim,
Head of Investor Relations |
+1 (313) 758-2006 |
| Christopher M. Son, Vice President,
Marketing & Communications |
+1 (313) 758-4814 |
| |
|
| J.P. Morgan
(Exclusive financial adviser to AAM) |
| David Walker / Ian MacAllister |
+1 (212) 270 6000 |
| Robert Constant / Jonty Edwards |
+44 (0) 203 493 8000 |
| |
|
| FGS Global (PR adviser to AAM) |
| Jared Levy / Jim Barron |
+1 212 687 8080 |
| Charlie Chichester / Rory King |
+44 20 7251 3801 |
| Dowlais |
|
| Investors |
|
| Pier Falcione |
+44 (0) 7855 185 420 |
| |
|
| Barclays Bank PLC, acting through its Investment Bank (“Barclays”) (Financial adviser and corporate broker to Dowlais) |
| Guy Bomford / Adrian Beidas / Neal West (Corporate Broking) |
+44 (0) 20 7623 2323 |
| |
|
| Rothschild & Co (Financial adviser to Dowlais) |
| Ravi Gupta / Nathalie Ferretti |
+44 (0) 20 7280 5000 |
| |
|
| Investec Bank plc (Joint corporate broker to Dowlais) |
| Carlton Nelson / Christopher Baird |
+44 (0) 20 7597 5970 |
| |
|
| Montfort Communications (PR adviser to Dowlais) |
| Nick Miles / Neil Craven |
+44 (0) 7739 701 634
+44 (0) 7876 475 419 |
Allen
Overy Shearman Sterling LLP is acting as legal adviser to AAM in connection with the Combination. Slaughter and May is acting as legal
adviser to Dowlais. Cravath, Swaine & Moore LLP is acting as U.S. legal adviser to Dowlais.
Disclaimers
Important
notices relating to financial advisers
J.P. Morgan
Securities LLC, together with its affiliate J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan
Cazenove and which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by
the Prudential Regulation Authority and the Financial Conduct Authority). J.P. Morgan is acting as financial adviser exclusively for
AAM and no one else in connection with the Combination and will not regard any other person as its client in relation to the Combination
and will not be responsible to anyone other than AAM for providing the protections afforded to clients of J.P. Morgan or its affiliates,
nor for providing advice in relation to the Combination or any other matter or arrangement referred to herein.
Barclays, which
is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential
Regulation Authority, is acting exclusively for Dowlais and no one else in connection with the Combination and will not be responsible
to anyone other than Dowlais for providing the protections afforded to clients of Barclays nor for providing advice in relation to the
Combination or any other matter referred to in this announcement.
In accordance
with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays and its affiliates will continue
to act as exempt principal trader in Dowlais securities on the London Stock Exchange. These purchases and activities by exempt principal
traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also
be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
Rothschild &
Co, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively as financial adviser to Dowlais
and for no-one else in connection with the Combination and shall not be responsible to anyone other than Dowlais for providing the
protections afforded to clients of Rothschild & Co, nor for providing advice in connection with the Combination or any matter referred
to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes
or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute
or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement, any statement contained
herein, the Combination or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents
of this announcement.
Investec, which
is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for
Dowlais and no one else in connection with the subject matter of this announcement and will not regard any other person as its client
in relation to the subject matter of this announcement and will not be responsible to anyone other than Dowlais for providing the protections
afforded to the clients of Investec, or for providing advice in connection with the subject matter of this announcement or any other
matters referred to herein. Neither Investec nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who
is not a client of Investec in connection with the subject matter of this announcement, any statement contained herein or otherwise,
and no representation, express or implied, is made by Investec or any of its subsidiaries, branches or affiliates, or purported to be
made on behalf of Investec or any of its subsidiaries, branches or affiliates, in relation to the contents of this announcement, including
with regard to the accuracy or completeness of the announcement or the verification of any other statements made or purported to be made
by or on behalf of Investec or any of its subsidiaries, branches or affiliates in connection with the matters described in this announcement.
Further information
This announcement
is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Combination or otherwise. In particular, this announcement is not an offer of securities for sale into the U.S. No offer
of securities shall be made in the U.S. absent registration under the U.S. Securities Act, or pursuant to an exemption from, or in a
transaction not subject to, such registration requirements. The Combination will be made solely through the Scheme Document (or, if the
Combination is implemented by way of a Takeover Offer, the Takeover Offer documents), which, together with the accompanying Forms of
Proxy and Forms of Election in relation to the Mix and Match Facility, which will contain the full terms and conditions of the Combination,
including details of how to vote in respect of the Combination. Any decision in respect of the Combination should be made only on the
basis of the information in the Scheme Document (or, if the Combination is implemented by way of a Takeover Offer, the Takeover Offer
documents).
Dowlais will
prepare the Scheme Document to be distributed to Dowlais Shareholders. Dowlais and AAM urge Dowlais Shareholders to read the Scheme Document
(or any other document by which the Combination is made) in full when it becomes available because it will contain important information
relating to the Combination, including details of how to vote in respect of the Scheme.
The statements
contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them,
and publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this
announcement since such date.
This announcement
does not constitute a prospectus or a prospectus equivalent document.
This announcement
has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England.
The Combination
will be subject to the applicable requirements of English law, the Code, the Panel, the London Stock Exchange and the FCA.
Neither the
SEC nor any U.S. state securities commission has approved, disproved or passed judgment upon the fairness or the merits of the Combination
or determined if this announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the
U.S.
Overseas
Shareholders
The release,
publication or distribution of this announcement in jurisdictions other than the UK, and the availability of the Combination to Dowlais
Shareholders who are not resident in the UK, may be restricted by law and therefore any persons who are not resident in the UK or who
are subject to the laws of any jurisdiction other than the UK (including Restricted Jurisdictions) should inform themselves about, and
observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the UK or who
are subject to the laws of another jurisdiction to participate in the Combination or to vote their Dowlais Shares in respect of the Scheme
at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with
applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. To
the fullest extent permitted by applicable law, the companies and persons involved in the Combination disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise
determined by AAM or required by the Code, and permitted by applicable law and regulation, the Combination shall not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no
person may vote in favour of the Combination by any such use, means, instrumentality or form within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.
Accordingly,
copies of this announcement and any formal documentation relating to the Combination are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so
would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render
invalid any related purported vote in respect of acceptance of the Combination.
Further details
in relation to Dowlais Shareholders in overseas jurisdictions will be contained in the Scheme Document (or, if the Combination is implemented
by way of a Takeover Offer, the Takeover Offer documents).
Additional
information for U.S. investors in Dowlais
The Combination
relates to an offer for the shares of an English company and is proposed to be implemented by means of a scheme of arrangement provided
for under English company law. The Combination, implemented by way of a scheme of arrangement, is not subject to the tender offer rules
or the related proxy solicitation rules under the U.S. Exchange Act. Accordingly, the Combination is subject to the disclosure requirements
and practices applicable to a scheme of arrangement involving a target company in the UK listed on the London Stock Exchange, which differ
from the disclosure requirements of the U.S. tender offer and related proxy solicitation rules. If, in the future, AAM exercises its
right to elect to implement the Combination by way of a Takeover Offer and determines to extend the Takeover Offer into the U.S., such
Takeover Offer will be made in compliance with applicable U.S. laws and regulations.
The New AAM
Shares to be issued pursuant to the Combination have not been and will not be registered under the U.S. Securities Act, and may not be
offered or sold by AAM in the U.S. absent registration or an applicable exemption from the registration requirements of the U.S. Securities
Act. The New AAM Shares to be issued pursuant to the Combination will be issued pursuant to the exemption from registration set forth
in Section 3(a)(10) of the U.S. Securities Act. If, in the future, AAM exercises its right to elect to implement the Combination
by way of a Takeover Offer or otherwise determines to conduct the Combination in a manner that is not exempt from the registration
requirements of the U.S. Securities Act, it will file a registration statement with the SEC that will contain a prospectus with respect
to the issuance of New AAM Shares. In this event, Dowlais Shareholders are urged to read these documents and any other relevant documents
filed with the SEC, as well as any amendments or supplements to all such documents, because they will contain important information,
and such documents will be available free of charge at the SEC's website at www.sec.gov or by directing a request to
AAM's contact for enquiries identified above.
This announcement
contains, and the Scheme Document will contain certain unaudited financial information relating to Dowlais that has been prepared in
accordance with UK-endorsed International Financial Reporting Standards ("IFRS") and thus may not be comparable to financial
information of U.S. companies or companies whose financial statements are prepared in accordance with U.S. generally accepted accounting
principles. U.S. generally accepted accounting principles differ in certain significant respects from IFRS.
Dowlais is incorporated
under the laws of a non-U.S. jurisdiction, some or all of Dowlais' officers and directors reside outside the U.S., and some or all of
Dowlais' assets are or may be located in jurisdictions outside the U.S. Therefore, U.S. Dowlais Shareholders (defined as Dowlais Shareholders
who are U.S. persons as defined in the U.S. Internal Revenue Code or "IRC") may have difficulty effecting service of process
within the U.S. upon those persons or recovering against Dowlais or its officers or directors on judgments of U.S. courts, including
judgments based upon the civil liability provisions of the U.S. federal securities laws. Further, it may be difficult to compel a non-U.S.
company and its affiliates to subject themselves to a U.S. court's judgment. It may not be possible to sue Dowlais or its officers or
directors in a non-U.S. court for violations of the U.S. securities laws.
The receipt
of New AAM Shares and cash by Dowlais Shareholders as consideration for the transfer of Dowlais Shares pursuant to the Combination may
be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other,
tax laws. Such consequences, if any, are not generally described herein. Each Dowlais Shareholder is urged to consult with legal, tax
and financial advisers in connection with making a decision regarding the Combination, including in light of the potential application
of Section 304 of the IRC to the Combination.
Forward-looking
statements
In this announcement,
AAM makes statements concerning its and Dowlais' expectations, beliefs, plans, objectives, goals, strategies, and future events or performance,
including, but not limited to, certain statements related to the ability of AAM and Dowlais to consummate AAM's business combination
with Dowlais (the "Business Combination") in a timely manner or at all; future capital expenditures, expenses, revenues, economic
performance, synergies, financial conditions, market growth, dividend policy, losses and future prospects and business; and management
strategies and the expansion and growth of AAM's and the combined company's operations. Such statements are "forward-looking"
statements within the meaning of the Private Securities Litigation Reform Act of 1995 and relate to trends and events that may affect
AAM's or the combined company's future financial position and operating results. The terms such as "will," "may,"
"could," "would," "plan," "believe," "expect," "anticipate," "intend,"
"project," "target," and similar words or expressions, as well as statements in future tense, are intended to identify
forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and will
not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. These forward-looking
statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied
by these statements. These risks and uncertainties related to AAM include factors detailed in the reports AAM files with the United
States Securities and Exchange Commission (the "SEC"), including those described under "Risk Factors" in its most
recent Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. These forward-looking statements speak only as of the
date of this communication. AAM expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any
forward-looking statement contained herein to reflect any change in its or Dowlais' expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based.
Additional
Information
This announcement
may be deemed to be solicitation material in respect of the Business Combination, including the issuance of AAM's shares of common stock
in respect of the Business Combination. In connection with the foregoing proposed issuance of AAM's shares of common stock, AAM
expects to file a proxy statement on Schedule 14A (together with any amendments and supplements thereto, the "Proxy Statement")
with the SEC. To the extent the Business Combination is effected as a scheme of arrangement under English law, the issuance of
AAM's shares of common stock in connection with the Business Combination would not be expected to require registration under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), pursuant to an exemption provided by Section 3(a)(10) under the
Securities Act. In the event that AAM exercises its right to elect to implement the Business Combination by way of a takeover offer
(as defined in the UK Companies Act 2006) or otherwise determines to conduct the Business Combination in a manner that is not exempt
from the registration requirements of the Securities Act, AAM expects to file a registration statement with the SEC containing a prospectus
with respect to the AAM's shares that would be issued in the Business Combination. INVESTORS AND SHAREHOLDERS ARE URGED TO READ
THE PROXY STATEMENT, THE SCHEME DOCUMENT, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED BY AAM WITH THE SEC OR INCORPORATED BY REFERENCE
IN THE PROXY STATEMENT (IF ANY) CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AAM, THE BUSINESS
COMBINATION AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies of the Proxy Statement, the scheme
document, and other documents filed by AAM with the SEC at the SEC's website at http://www.sec.gov. In addition, investors
and shareholders will be able to obtain free copies of the Proxy Statement, the scheme document, and other documents filed by AAM with
the SEC at https://www.aam.com/investors.
Participants in the Solicitation
AAM and its
directors, executive officers and certain other members of management and employees will be participants in the solicitation of proxies
from AAM's shareholders in respect of the Business Combination, including the proposed issuance of AAM's shares of common stock in connection
with the Business Combination. Information regarding AAM's directors and executive officers is contained in its Annual Report on
Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 16, 2024, the definitive proxy statement
on Schedule 14A for AAM's 2024 annual meeting of stockholders, which was filed with the SEC on March 21, 2024 and the Current Report
on Form 8-K of AAM, which was filed with the SEC on May 2, 2024. Additional information regarding the identity of participants,
and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement when it is filed
with the SEC. To the extent holdings of AAM's securities by its directors or executive officers change from the amounts set forth
in the Proxy Statement, such changes will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change
in Ownership on Form 4 filed with the SEC by AAM. These documents may be obtained free of charge from the SEC's website at www.sec.gov
and AAM's website at https://www.aam.com/investors.
No Offer
or Solicitation
This announcement
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 of approval, nor shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Publication
on website
This
announcement is required to be published pursuant to Rule 26 of the Code and will be available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on AAM's website at https://www.aam.com/investors and on
Dowlais’ website at http://www.dowlais.com promptly and in any event by no later than 12 noon (London time) on the
business day (as defined in the Code) following the date of this announcement. Neither the content of the websites referred to in
this announcement nor the content of any website accessible from hyperlinks in this announcement is incorporated into, or forms part
of, this announcement.
Dowlais Shareholders
and persons with information rights may, subject to applicable securities laws, request a hard copy of this announcement, free of charge,
by contacting Dowlais’ registrars, Equiniti, by: (i) submitting a request in writing to Equiniti at Aspect House, Spencer Road,
Lancing, West Sussex BN99 6DA, United Kingdom; or (ii) contacting Equiniti between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday
(excluding English and Welsh public holidays), on +44 (0) 371 384 2030 (please use the country code when calling from outside the UK).
A person so entitled may, subject to applicable securities laws, also request that all future documents, announcements and information
to be sent in relation to the Combination should be in hard copy form.
Rounding
Certain figures
included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented
in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures
that precede them.
General
If you are in
any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under
FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
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