AAM Announces Combination with Dowlais for $1.44 Billion in Cash and Stock
Rhea-AI Summary
American Axle & Manufacturing (NYSE: AXL) has announced a $1.44 billion cash and stock merger with Dowlais Group. The combination will create a leading global driveline and metal forming supplier with approximately $12 billion in annual revenues. Under the agreement, AAM shareholders will own 51% of the combined company, while Dowlais shareholders will receive 0.0863 AAM shares, 42 pence per share in cash, and up to 2.8 pence FY24 final dividend.
The deal represents a 25% premium to Dowlais' January 28, 2025 closing price. The combined entity expects to achieve $300 million in annual run-rate cost synergies and high earnings accretion in the first full year post-closing. The transaction is expected to close by end of 2025, subject to shareholder and regulatory approvals. The combined company will be headquartered in Detroit and led by AAM's current Chairman and CEO, David C. Dauch.
Positive
- Expected $300 million annual cost synergies
- Combined annual revenue of $12 billion
- High earnings accretion expected in first full year
- Enhanced geographic and customer diversification
- Strengthened cash flow profile for deleveraging
- Comprehensive portfolio covering ICE, Hybrid, and EV powertrains
Negative
- Additional debt needed to fund cash portion of deal
- Integration risks and execution challenges
- Significant shareholder dilution with 49% ownership to Dowlais shareholders
News Market Reaction
On the day this news was published, AXL declined 9.97%, reflecting a notable negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
Creates leading global driveline and metal forming supplier with comprehensive product portfolio and diversified customer base
Combination will have expanded and balanced geographic presence across multiple automotive segments supporting ICE, Hybrid and Electric powertrains; expected to generate annual revenues of approximately
Expected to deliver approximately
Strengthened cash flow profile and balance sheet to accelerate deleveraging and shareholder value creation
With a combined portfolio of products essential in the manufacturing of internal combustion engine (ICE), hybrid and electric vehicles (EV), coupled with an enhanced cost structure, the combined company will be well-positioned to serve a diverse customer base spanning multiple geographies and support changing propulsion trends as the industry continues to evolve.
Under the terms of the agreement, Dowlais shareholders will be entitled to receive for each share of Dowlais' common stock: 0.0863 shares of new AAM common stock,
Based on AAM's closing share price and the Sterling to Dollar exchange rate on January 28, 2025, the terms of the Combination (including the FY24 final dividend) represent a total implied value of
"This announcement marks another key milestone in our continued long-term strategic growth plan," said David C. Dauch, AAM's Chairman and Chief Executive Officer. "We are excited to bring together these two outstanding companies to create a leading driveline and metal-forming supplier serving the global automotive industry as it continues to evolve. The combination will create significant immediate and long-term shareholder value while helping to power a more sustainable future. Together with Dowlais, we will have the powertrain-agnostic product portfolio, global reach, commitment to innovation and financial strength to meet the needs of customers and succeed in a dynamic market environment."
Simon Mackenzie Smith, Dowlais' Chair, commented, "The Dowlais Board is unanimous in its view that the proposed combination with AAM offers a compelling opportunity to unlock value for our shareholders. The strategic rationale for the combination is clear: together, we create a global leader with enhanced financial strength, broader diversification and a market-leading product portfolio that spans traditional and electrified powertrain solutions. Importantly, our shareholders will benefit not only from an immediate premium, but also from the significant synergies that this combination will deliver. Whilst the Dowlais Board remain confident in our stand-alone strategy, this transaction creates significant shareholder value while ensuring that our outstanding businesses continue to shape the future of mobility."
Liam Butterworth, Dowlais' Chief Executive Officer, added, "Today's announcement marks a significant opportunity to build on the success of Dowlais Group. The combination of the two companies accelerates the execution of our strategy by leveraging our combined scale, resources, capabilities, and outstanding management teams. Our product portfolios and technological expertise are highly complementary, positioning us to better serve our customers and exceed their expectations. This transaction also combines our respective strengths in innovation, technology, and talent, creating a solid foundation for delivering long-term value to our shareholders. Our shared vision is to be a leading supplier of power-agnostic products as the world transitions to electrified mobility while maintaining operational excellence and driving sustainable growth, improved margins, and stronger cash flow generation. Together, we will unlock significant synergies, accelerate innovation, and position the combined group for long-term success in a dynamic industry. I am incredibly proud of what our team has achieved and excited about the opportunities that lie ahead for the combined group."
Compelling Strategic Rationale
There are strategic reasons that make this combination very compelling, these include:
- Creates a leading global driveline and metal-forming supplier with significant size and scale
- Comprehensive powertrain-agnostic product portfolio with leading technology
- Diversified customer base with expanded and balanced geographic presence
- Compelling industrial logic with approximately
$300 million - High margins with strong earnings accretion, cash flow and balance sheet
Strong Financial Profile and Balance Sheet
On a 2023 non-adjusted basis, the combined company generated approximately
Governance and Leadership
The transaction has been unanimously approved by the boards of directors of AAM and Dowlais. Following the close of the transaction, the combined company will be headquartered in
Effective as of the closing of this transaction, two independent directors of Dowlais, Simon Mackenzie Smith and Fiona MacAulay, are expected to join the board of the combined group.
In addition, four Dowlais executives will be invited to join the AAM executive leadership team.
Transaction Structure
The combination is expected to be effected by means of a Court-sanctioned scheme of arrangement between Dowlais and its shareholders under Part 26 of the Companies Act 2006, although AAM reserves the right to elect to implement the combination by way of a takeover offer (as defined in Chapter 3 of Part 28 of the Companies Act 2006). The transaction is anticipated to close by the end of 2025, subject to approval by both sets of shareholders, regulatory approvals and satisfaction of customary closing conditions. Committed financing is in place to support the transaction.
Upon completion, AAM will continue to trade on the New York Stock Exchange under the ticker symbol "AXL" and the new AAM shares will be authorized for primary listing on the New York Stock Exchange subject to official notice of issuance. Applications will be made to the London Stock Exchange to cancel trading in Dowlais shares on the Main Market of the London Stock Exchange, and to the
The
Preliminary Full Year 2024 Financials
AAM provided preliminary unaudited full year 2024 estimated results:
- AAM is estimating sales in the range of
$6.10 $6.15 billion - AAM is estimating Adjusted EBITDA in the range of
$740 $750 million - AAM is estimating Adjusted free cash flow in the range of
$220 $230 million
The foregoing estimated financial results for the fiscal year ended December 31, 2024 are preliminary, unaudited and represent the most recent current information available to AAM and its management. AAM's actual results may differ from these estimated financial results, including due to the completion of its financial closing procedures and final adjustments.
Conference Call Information
AAM will conduct a conference call and webcast at 8:00 a.m. ET on Wednesday, January 29, 2025 to discuss the proposed transaction. Interested participants may listen to the live conference call by logging onto AAM's investor website at investor.aam.com or by calling +1 (877) 883-0383 from
A replay will be available one hour after the call is complete until February 5 by dialing +1 (877)-344-7529 from
The investor presentation slides related to this transaction and to be referenced during the call can be found on AAM's investor website at www.aam.com/investors/offer-for-Dowlais-Group-plc prior to the conference call.
Advisors
J.P. Morgan is acting as exclusive financial advisor to AAM and is providing committed debt financing for the transaction, with Allen Overy Shearman Sterling LLP acting as legal advisor. Barclays Bank plc and Rothschild & Co are acting as financial advisors to Dowlais, with Slaughter and May acting as legal advisor.
About AAM
As a leading global Tier 1 Automotive and Mobility Supplier, AAM designs, engineers and manufactures Driveline and Metal Forming technologies to support electric, hybrid and internal combustion vehicles. Headquartered in
About Dowlais
Dowlais is a portfolio of market-leading, high-technology engineering businesses that advance the world's transition to sustainable vehicles. Dowlais' businesses comprise GKN Automotive and GKN Powder Metallurgy with over 70 manufacturing facilities in 19 countries across the world, Dowlais is an automotive technology leader delivering precisely engineered products and solutions that drive transformation in our world. Dowlais has LEI number 213800XM8WOFLY6VPC92. For more information visit www.dowlais.com
Forward Looking Statements
This press release contains statements concerning AAM's and Dowlais' expectations, beliefs, plans, objectives, goals, strategies, and future events or performance, including, but not limited to, certain statements related to (i) the ability of AAM and Dowlais to consummate the Combination in a timely manner or at all; (ii) the satisfaction (or waiver) of conditions to the consummation of the Combination; (iii) future capital expenditures, expenses, revenues, economic performance, synergies, financial conditions, market growth, dividend policy, losses and future prospects; and (iv) 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 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 AAM's and Dowlais' 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 with respect to AAM 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 AAM operates; reduced purchases of AAM's products by General Motors Company (GM), Stellantis N.V. (Stellantis), Ford Motor Company (Ford) or other customers; AAM's ability to respond to changes in technology, increased competition or pricing pressures; AAM's ability to develop and produce new products that reflect market demand; lower-than-anticipated market acceptance of new or existing products; AAM's ability to attract new customers and programs for new products; reduced demand for AAM's customers' products (particularly light trucks and sport utility vehicles (SUVs) produced by GM, Stellantis and Ford); risks inherent in the AAM's global operations (including tariffs and the potential consequences thereof to AAM, AAM's suppliers, and AAM's customers and their suppliers, adverse changes in trade agreements, such as
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
AAM's shares of common stock to be issued pursuant to the Combination have not been and will not be registered under the
This press release contains certain unaudited financial information relating to Dowlais that has been prepared in accordance with
Dowlais is incorporated under the laws of a non-
The receipt of AAM's shares of common stock issued in connection with the Combination and cash pursuant to the scheme of arrangement by
In accordance with normal
No Offer or Solicitation
This press release 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.
Additional Information
This press release may be deemed to be solicitation material in respect of the Combination, including the issuance of AAM's shares of common stock in respect of the 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 Combination is effected as a scheme of arrangement under English law (the "Scheme Document"), the issuance of AAM's shares of common stock in connection with the Combination would not be expected to require registration under 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 Combination by way of a takeover offer (as defined in the
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 Combination, including the proposed issuance of AAM's shares of common stock in connection with the 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.
Non-GAAP Financial Information
In connection with this press release and the related announcement AAM refers to certain financial measures, including Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Free Cash Flow, Net Debt, Net Leverage Ration and Liquidity that are not required by, or presented in accordance with, accounting principles generally accepted in
Management of AAM believes that these non-GAAP financial measures are useful to management, investors, and banking institutions in their analysis of AAM's business and operating performance. Management also uses this information for operational planning and decision-making purposes.
Non-GAAP financial measures are not and should not be considered a substitute for any GAAP measure. Additionally, non-GAAP financial measures as presented by AAM may not be comparable to similarly titled measures reported by other companies.
Definitions of Non-GAAP Financial Measures
AAM defines EBITDA to be earnings before interest expense, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding the impact of restructuring and acquisition-related costs, debt refinancing and redemption costs, gains or losses on equity securities, pension curtailment and settlement charges, impairment charges and non-recurring items.
AAM defines free cash flow to be net cash provided by operating activities less capital expenditures net of proceeds from the sale of property, plant and equipment and government grants. Adjusted free cash flow is defined as free cash flow excluding the impact of cash payments for restructuring and acquisition-related costs, and cash payments related to the Malvern fire, including payments for capital expenditures, net of recoveries.
Quantified Financial Benefits Statement
This press release contains statements of estimated cost savings and synergies arising from the Combination (together, the "Quantified Financial Benefits Statements").
Statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to in the Quantified Financial Benefits Statement may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. No statement in the Quantified Financial Benefits Statement, or this press release generally, should be construed as a profit forecast or interpreted to mean that the combined company's earnings in the first full year following the date on which the Combination becomes effective, or in any subsequent period, would necessarily match or be greater than or be less than those of AAM or Dowlais for the relevant preceding financial period or any other period. For the purposes of Rule 28 of the Code, the Quantified Financial Benefits Statement contained in this press release is the responsibility of AAM and the AAM Directors.
A copy of the Quantified Financial Benefits Statements, the bases of belief, principal assumptions and sources of information in respect of any quantified financial benefits statement are set out in appendix 6 of the announcement made by AAM and Dowlais on or about the date of this document.
Profit forecasts and estimates
The statements by AAM in this press release regarding its adjusted EBITDA and adjusted free cash flow constitute profit estimates for the purposes of Rule 28.5 of the Code (AAM FY24 Profit Estimate). The Panel has granted AAM a dispensation from the requirement to include reports from reporting accountants and AAM's financial advisers in relation to the AAM FY24 Profit Estimate on the basis that: (i) the estimate is presented in a manner which is consistent with AAM's ordinary course quarterly guidance; (ii) Dowlais has agreed to the dispensation; and (iii) the directors of AAM have provided the confirmations stated below. The assumptions and basis of preparation on which the AAM FY24 Profit Estimate is based and the AAM Directors' confirmation, as required by Rule 28.1 of the Code, are set out in appendix 4 of the announcement made by AAM and Dowlais on or about the date of this document.
Other than the AAM FY24 Profit Estimate, nothing in this press release (including any statement of estimated cost savings or synergies) is intended, or is to be construed, as a profit forecast or profit estimate for any period or to be interpreted to mean that earnings or earnings per share for AAM or Dowlais for the current or future financial years, will necessarily match or exceed the historical published earnings or earnings per share for AAM or Dowlais, as appropriate.
Reports
As required by Rule 28.1(a) of the Takeover Code, Deloitte, as reporting accountants to AAM, and J.P. Morgan Securities LLC (together with its affiliate J.P. Morgan Cazenove) as sole financial advisor to AAM, have provided the reports required under that Rule. Copies of these reports are included in the announcement made by AAM and Dowlais on or about the date of this document.
Publication on website
A copy of this press release will be made available (subject to certain disclaimers) on AAM's website (at https://www.aam.com/investors) by no later than 12 noon
Contacts | ||
For AAM | For Dowlais | |
Investor Contact: | Investor Contact: | |
David H. Lim | Pier Falcione | |
Head of Investor Relations | +44 (0) 7974 974690 | |
+1 313 758 2006 | ||
Media Contact: | ||
Media Contact: | Nick Miles | |
Christopher M. Son | +44 (0) 7739 701634 | |
Vice President, Marketing & | ||
+1 313 758 4814 | Neil Craven | |
+44 (0) 7876 475419 | ||
FGS Global (PR adviser to AAM): | ||
Jared Levy/Jim Barron | ||
+1 212 687 8080 | ||
Charlie | ||
+44 20 7251 3801 | ||
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. | |||
SUPPLEMENTAL DATA | |||
(Unaudited) | |||
The supplemental data presented below is a reconciliation of certain financial measures which | |||
Full Year 2024 Estimated Results | |||
Adjusted EBITDA | |||
Low End | High End | ||
(in millions) | |||
Net income | $ 30 | $ 35 | |
Interest expense | 185 | 185 | |
Income tax expense | 25 | 30 | |
Depreciation and amortization | 470 | 470 | |
Full year 2024 estimated EBITDA | 710 | 720 | |
Restructuring, acquisition, and other related costs (principally impairment charge) | 30 | 30 | |
Full year 2024 estimated Adjusted EBITDA | $ 740 | $ 750 | |
Adjusted Free Cash Flow | |||
Low End | High End | ||
(in millions) | |||
Net cash provided by operating activities | $ 440 | $ 450 | |
Capital expenditures net of proceeds from the sale of property, plant and equipment and from government grants | (240) | (240) | |
Full year 2024 estimated Free Cash Flow | 200 | 210 | |
Cash payments for restructuring and acquisition-related costs | 20 | 20 | |
Full year 2024 estimated Adjusted Free Cash Flow | $ 220 | $ 230 | |
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SOURCE American Axle & Manufacturing Holdings, Inc.
FAQ
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