RECOMMENDED CASH AND SHARE COMBINATION OF DOWLAIS GROUP PLC ("DOWLAIS") WITH DAUCH CORPORATION ("DAUCH")

Rhea-AI Summary

Dauch (NYSE: AXL) and Dowlais announced the Court has sanctioned the Scheme of Arrangement and Dauch has published an FCA-approved prospectus for a London listing as part of the recommended cash-and-share Combination.

The Scheme is expected to become effective upon delivery to the Registrar after the Scheme Record Time of 6:00 p.m. on 2 February 2026, with the Scheme currently expected to be effective on 3 February 2026. There has been no material change to the expected timetable of principal events for the Combination.

Positive

• Court sanction received for the Scheme of Arrangement
• FCA-approved prospectus published for Admission to LSE main market
• Scheme expected to become effective on 3 February 2026 with no material timetable change

Negative

• Effectiveness depends on delivery of the Court Order to the Registrar after the Scheme Record Time, creating timing dependency

News Market Reaction

-1.36%

1 alert

-1.36% News Effect

On the day this news was published, AXL declined 1.36%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Scheme Record Time: 6:00 p.m. Scheme effective date: February 3, 2026 Prospectus publication date: January 30, 2026

3 metrics

Scheme Record Time 6:00 p.m. Scheme Record Time on February 2, 2026

Scheme effective date February 3, 2026 Expected effective date of Scheme of Arrangement

Prospectus publication date January 30, 2026 FCA-approved prospectus publication for London listing

Market Reality Check

Price: $7.98 Vol: Volume 5,152,746 is 30% a...

normal vol

$7.98 Last Close

Volume Volume 5,152,746 is 30% above the 20-day average of 3,956,816, suggesting elevated interest ahead of completion milestones. normal

Technical Trading 6.37% below the 52-week high of 8.63 and above the 200-day MA at 5.53, indicating strength into the combination timeline.

Peers on Argus

AXL gained 0.5% while key peers were mixed: CPS +2.91%, PLOW +0.7%, SMP +1.64%, ...

AXL gained 0.5% while key peers were mixed: CPS +2.91%, PLOW +0.7%, SMP +1.64%, SLDP -2.73%, ECX -3.5%. This points to company-specific drivers around the Dowlais combination rather than a broad auto parts move.

Historical Context

5 past events · Latest: Jan 26 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 26	Name and ticker change	Neutral	-3.7%	Corporate name change to Dauch and upcoming ticker switch tied to Dowlais deal.
Jan 16	Regulatory approval update	Positive	+0.5%	China SAMR approval cleared remaining regulatory and antitrust conditions for combination.
Dec 09	Debt financing for deal	Negative	-2.0%	Large secured and unsecured note offerings to fund Dowlais combination and debt actions.
Nov 26	Conference appearance	Positive	+2.5%	Participation in BofA leveraged finance conference with investor webcast access.
Nov 26	Conference appearance	Positive	+2.5%	UBS industrials and transportation conference fireside chat with webcast replay.

Pattern Detected

Recent news tied to the Dowlais combination and capital structure has often seen price moves generally aligned with the tenor of the announcements, with no clear pattern of persistent divergence.

Recent Company History

Over the past several months, the company has steadily advanced its recommended combination with Dowlais Group plc. Key steps included debt offerings to fund the deal, repeated 8-K updates on the proposed business combination, and a subsequent corporate name change to Dauch Corporation with a planned ticker change to DCH on February 5, 2026. Today’s court sanction of the Scheme and FCA-approved prospectus build directly on prior regulatory and financing milestones, moving the transaction toward expected effectiveness on February 3, 2026.

Market Pulse Summary

This announcement confirmed material milestones for the Dowlais combination, including court sanctio...

Analysis

This announcement confirmed material milestones for the Dowlais combination, including court sanction of the Scheme, publication of an FCA-approved prospectus, and an expected effective date of February 3, 2026. It follows earlier regulatory approvals, funding actions, and the corporate name change to Dauch Corporation. Investors may monitor completion of remaining mechanical steps, the start of trading on the London Stock Exchange, and subsequent disclosures on integration plans, balance sheet impacts, and combined business strategy.

Key Terms

scheme of arrangement, prospectus, financial conduct authority, official list, +1 more

5 terms

scheme of arrangement regulatory

"the Court has issued the Court Order sanctioning the Scheme."

A scheme of arrangement is a legal agreement between a company and its shareholders or creditors to reorganize or settle debts, often to avoid bankruptcy or make big changes. It’s like a carefully planned handshake that everyone agrees to, helping the company stay afloat or improve its financial health.

prospectus financial

"Dauch has today published a prospectus (the "Prospectus") approved by the Financial Conduct Authority"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

financial conduct authority regulatory

"a prospectus (the "Prospectus") approved by the Financial Conduct Authority ("FCA")"

A government-authorized regulator that sets and enforces rules for banks, brokers, insurers and other financial firms to keep markets fair and safe. Think of it as a referee for the financial system: it watches for cheating, protects consumers, and can penalize companies that break the rules. Its actions matter to investors because enforcement decisions, rule changes or approvals influence company costs, reputations and overall market confidence.

official list regulatory

"to the equity shares (international commercial companies secondary listing) category of the Official List of the FCA"

An official list is the stock exchange’s published roster of companies and securities that have met the exchange’s rules and are approved for listing and public trading. For investors it signals that a company must follow specific disclosure, reporting and governance standards, which helps with transparency, potential liquidity and legal protections — like seeing a product on a store’s certified shelf rather than an unregulated market stall.

london stock exchange technical

"and to trading on the main market of the London Stock Exchange ("Admission")"

A major regulated marketplace in London where stocks, bonds and other securities are bought and sold, the London Stock Exchange acts like a large, organized auction house that matches buyers and sellers and records current prices. It matters to investors because it provides liquidity and reliable price information, a platform for companies to raise capital, and rules that help protect market integrity — all of which affect portfolio value and trading opportunities.

AI-generated analysis. Not financial advice.

Combination Update: Court Sanction of Scheme of Arrangement and Publication of Prospectus

DETROIT, Jan. 30, 2026 /PRNewswire/ -- Dauch (NYSE: AXL) and Dowlais are pleased to announce that the Court has issued the Court Order sanctioning the Scheme. As a result, the Scheme will become effective on delivery of the Court Order to the Registrar of Companies, which is expected to occur after the Scheme Record Time, being 6:00 p.m. on February 2, 2026.

Prospectus

Dauch has today published a prospectus (the "Prospectus") approved by the Financial Conduct Authority ("FCA"), in connection with the admission of shares of common stock in the capital of Dauch to the equity shares (international commercial companies secondary listing) category of the Official List of the FCA and to trading on the main market of the London Stock Exchange ("Admission"), as part of the recommended cash and share combination between Dauch and Dowlais Group plc (the "Combination").

There has been no material change to the expected timetable of principal events for the Combination, as a result, the Scheme is expected to become effective on February 3, 2026.

About Dauch Corporation
As a leading global Tier 1 Automotive Supplier, Dauch designs, engineers and manufactures Driveline and Metal Forming technologies to support electric, hybrid and internal combustion vehicles. Headquartered in Detroit, MI, with nearly 75 facilities in 15 countries, Dauch is bringing the future faster for a safer and more sustainable tomorrow.

Contacts:

Christopher M. Son, Vice President, Marketing & Communications
+1 (313) 758-4814
Chris.son@aam.com

David H. Lim, Head of Investor Relations
+1 (313) 758-2006
David.lim@aam.com

Forward-looking statements

In this announcement, Dauch makes statements concerning its expectations, beliefs, plans, objectives, goals, strategies, and future events or performance, including, but not limited to, certain statements related to the ability of Dauch and Dowlais Group plc ("Dowlais") to consummate Dauch's business combination with Dowlais (the "Business Combination") in a timely manner or at all, the closing the Business Combination and the regulatory approval process.  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 Dauch'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 Dauch include factors detailed in the reports Dauch 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.  Dauch 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 expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

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SOURCE Dauch Corporation

FAQ

When will the Dauch and Dowlais Scheme of Arrangement become effective (AXL)?

The Scheme is expected to become effective on 3 February 2026. According to Dauch, effectiveness depends on delivery of the Court Order to the Registrar after the Scheme Record Time of 6:00 p.m. on 2 February 2026.

Has Dauch (AXL) published a prospectus for the London listing related to the Combination?

Yes. According to Dauch, an FCA-approved prospectus was published today for Admission to the LSE main market. The prospectus supports the recommended cash-and-share Combination with Dowlais and the planned equity listing.

Does the Combination between Dauch (AXL) and Dowlais have any timetable changes?

No significant timetable changes were reported. According to Dauch, there has been no material change to the expected timetable of principal events for the Combination, maintaining the planned effective date.

What condition remains for the Scheme to become effective for Dauch (AXL)?

The remaining condition is delivery of the Court Order to the Registrar after the Scheme Record Time. According to Dauch, that step must occur for the Scheme to become effective and enable Admission to proceed.

Will Dauch (AXL) shares be admitted to trading on the London Stock Exchange?

Admission to the LSE main market is planned as part of the Combination. According to Dauch, shares are being presented for the equity shares category of the Official List and for trading on the main market of the LSE.