RECOMMENDED CASH AND SHARE COMBINATION OF DOWLAIS GROUP PLC ("DOWLAIS") WITH AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. ("AAM")

Rhea-AI Summary

AAM (NYSE:AXL) and Dowlais announced that the European Commission unconditionally cleared the recommended cash-and-share combination on October 1, 2025, satisfying the EU antitrust condition. The Combination now has antitrust clearance in seven of ten required jurisdictions (USA, India, UK, Korea, Taiwan, Turkey and EU). Clearances remain outstanding in Brazil, Mexico and China, with Brazil expected in early November 2025 and China targeted for late 2025 or early 2026.

Based on progress to date, the companies now expect the Combination to close in Q1 2026. AAM also noted planned senior executive invitations, with Dowlais CFO Roberto Fioroni declining to join.

Positive

• EU clearance granted on October 1, 2025
• Antitrust cleared in 7 of 10 jurisdictions
• Combination now expected to close in Q1 2026
• AAM prospectus for LSE listing expected in Q1 2026

Negative

• Outstanding antitrust clearances in Brazil, Mexico, China
• Brazil clearance expected in early November 2025
• China clearance expected in late 2025 or early 2026
• Dowlais CFO Roberto Fioroni declined to join combined senior team

Insights

M&A strategist

EU antitrust clearance removes a major regulatory hurdle; closing now targeted for Q1 2026.

The approval by the European Commission and prior clearances in the USA, India, UK, Korea, Taiwan and Turkey means the transaction has secured seven of ten required antitrust sign‑offs, materially shortening the path to closing. This reduces a key conditionality that directly affects timing for admission of AAM shares to the London market and related integration planning.

Remaining dependencies are clearances in Brazil, Mexico and China; Brazil and Mexico have specified near‑term timing and China is expected late 2025 or early 2026, so the schedule risk now centers on those three jurisdictions. Watch announcements on Brazil and Mexico in early Q4 2025 and on engagement outcomes with SAMR for China; if those clear as expected, closing in Q1 2026 is credible.

Regulatory & integration advisor

Antitrust progress is strong but cross‑jurisdictional timing still drives execution risk through late 2025.

Unconditional EU clearance removes a high‑impact regulator from the outstanding list and converts many conditional closing requirements into administrative steps, enabling definitive planning for post‑close leadership and LSE admission documentation. The statement that the Combination has been cleared “including by way of the expiration of applicable waiting periods and/or confirmation of no further questions” indicates regulators treated filings without imposing remedies in those jurisdictions.

Key near‑term milestones to monitor are publication and formal clearance actions in Brazil (expected early November 2025), Mexico (expected in Q4 2025) and SAMR engagement in China (expected late 2025 or early 2026). Expect integration sequencing and external communications to hinge on those dates; adjust timelines if any authority issues remedies or additional conditions.

UPDATES ON THE COMBINATION

DETROIT, Oct. 27, 2025 /PRNewswire/ -- American Axle & Manufacturing Holdings, Inc. (AAM), (NYSE: AXL) and Dowlais are pleased to announce that the European Commission has unconditionally cleared the Combination. The European Commission's clearance decision was issued on October 1, 2025, meaning that the EU Antitrust Condition has been satisfied. 

The Combination has now been cleared (including by way of the expiration of applicable waiting periods and/or confirmation of no further questions), and the related conditions to the Combination satisfied, under antitrust laws in seven of the ten required jurisdictions where antitrust filings were made, namely the USA, India, UK, Korea, Taiwan, Turkey and, now, the EU.

The clearances that remain outstanding under antitrust laws are Brazil, Mexico and China.  Clearance in Brazil is expected in early November 2025, following a favourable opinion issued by the General Superintendent of the Conselho Administrativo de Defesa Econômica on October 17, 2025, and publication on October 21, 2025.  Clearance in Mexico is also expected in the fourth quarter of 2025.  In China, the parties are actively engaging with the State Administration for Market Regulation ("SAMR") with respect to its review of the Combination and remain highly confident of obtaining antitrust clearance for the Combination from SAMR, with clearance expected in late 2025 or early 2026.

Based on the progress to date, we now expect that the Combination will close in the first quarter of 2026.¹

Additionally, in the Scheme Document, AAM stated its intention to invite Roberto Fioroni (Chief Financial Officer, Dowlais), Markus Bannert (Chief Executive Officer, GKN Automotive), and Jean-Marc Durbuis (Chief Executive Officer, GKN Powder Metallurgy) to join existing AAM executives as part of the senior executive management team of the Combined Group, in roles to be confirmed. Following discussions with Mr. Fioroni, he has indicated that he wishes to pursue other opportunities.

Unless otherwise defined in this announcement, capitalized terms used in this announcement shall have the same meanings given to them in the Rule 2.7 Announcement released by AAM and Dowlais on January 29, 2025.

1	Consequently, the AAM Prospectus in connection with the admission of AAM Shares to trading on the London Stock Exchange is also expected to be published in the first quarter of 2026.

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 Detroit, MI, with nearly 75 facilities in 15 countries, AAM is bringing the future faster for a safer and more sustainable tomorrow. To learn more, visit aam.com.

For more information:

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)
Ian MacAllister / Michael Murphy	+1 (212) 270 6000
Robert Constant / Jonty Edwards	+44 (0) 203 493 8000
FGS Global (PR adviser to AAM)
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 / Charlotte Ward	+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 authorized 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, contain the full terms and conditions 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 and AAM urge Dowlais Shareholders to read the Scheme Document (or any other document by which the Combination is made) in full 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 favor 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 is contained in the Scheme Document (or, if the Combination is implemented by way of a Takeover Offer, will be contained in 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.

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.

Further details in relation to US investors are contained on pages 62 to 71 and 113 to 115 of the Scheme Document.

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, 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 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

In connection with the foregoing proposed issuance of AAM's shares of common stock, AAM filed a proxy statement on Schedule 14A (together with any amendments and supplements thereto, the "Proxy Statement") with the SEC on June 2, 2025. 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 can 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 can 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 .

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 authorized under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorized independent financial adviser.

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SOURCE American Axle & Manufacturing Holdings, Inc.

FAQ

What did AAM (AXL) and Dowlais announce about EU antitrust clearance on October 1, 2025?

They announced that the European Commission unconditionally cleared the Combination on October 1, 2025, satisfying the EU antitrust condition.

Which jurisdictions have antitrust clearance for the AAM (AXL) and Dowlais Combination?

Antitrust clearance has been obtained in the USA, India, UK, Korea, Taiwan, Turkey, and the EU.

When do AAM (AXL) and Dowlais now expect the Combination to close?

Based on current progress, the companies expect the Combination to close in Q1 2026.

Which antitrust approvals remain outstanding for the AAM (AXL) and Dowlais Combination?

Clearances remain outstanding in Brazil, Mexico and China.

What are the expected timelines for Brazil and China antitrust clearance for AAM (AXL) deal?

Brazil clearance is expected in early November 2025; China clearance is targeted for late 2025 or early 2026.

Will Dowlais executives join AAM (AXL) senior management after the Combination?

AAM indicated planned invitations to several Dowlais executives, but Roberto Fioroni has declined to join.