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 China State Administration for Market Regulation has issued a formal notice approving their recommended cash-and-share Combination, meaning all regulatory and antitrust approval conditions are now satisfied.

The Combination still requires the Court to sanction the Scheme at a hearing on 30 January 2026, delivery of the Court Order to the Registrar of Companies, and satisfaction or waiver of any remaining Scheme conditions. The Scheme is expected to become effective on 3 February 2026. The AAM prospectus for the Secondary Listing is expected to be published shortly after the Court Hearing.

Positive

• China SAMR issued formal approval for the Combination
• All regulatory and antitrust approval conditions have been satisfied
• Court Hearing scheduled for 30 January 2026
• Scheme expected to become effective on 3 February 2026

Negative

• Combination remains subject to Court sanction at the 30 January 2026 hearing
• Effectiveness depends on delivery of Court Order to the Registrar of Companies
• Remaining Scheme conditions must be satisfied or waived before effectiveness
• AAM prospectus publication timing is pending, creating short-term timeline uncertainty

News Market Reaction

+0.52%

1 alert

+0.52% News Effect

On the day this news was published, AXL gained 0.52%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Court Hearing date: 30 January 2026 Scheme effective date: 3 February 2026

2 metrics

Court Hearing date 30 January 2026 Date scheduled for Court to sanction the Scheme

Scheme effective date 3 February 2026 Expected date for the Combination Scheme to become effective

Market Reality Check

Price: $8.28 Vol: Volume 1,609,958 is below...

low vol

$8.28 Last Close

Volume Volume 1,609,958 is below the 20-day average of 2,603,640 (relative volume 0.62). low

Technical Price at 7.80 is trading above the 200-day MA of 5.32 and within 2% of the 52-week high of 7.92.

Peers on Argus

AXL is up 0.39%, while key peers show mixed moves: CPS +0.21%, PLOW +0.60%, SMP ...

AXL is up 0.39%, while key peers show mixed moves: CPS +0.21%, PLOW +0.60%, SMP +1.80%, SLDP -5.14%, ECX -2.11%. With peers not moving uniformly and no momentum flags, the reaction appears stock-specific.

Historical Context

5 past events · Latest: Dec 09 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 09	Debt financing	Neutral	-2.0%	Priced secured and unsecured notes to fund Dowlais combination and refinance debt.
Nov 26	Conference appearance	Neutral	+2.5%	Announced participation in BofA Leveraged Finance Conference with webcast access.
Nov 26	Conference appearance	Neutral	+2.5%	Disclosed fireside chat at UBS Global Industrials and Transportation Conference.
Nov 14	Conference appearance	Neutral	-0.8%	Planned presentation at Barclays Global Automotive and Mobility Tech Conference.
Nov 07	Earnings update	Positive	+6.2%	Reported Q3 2025 results with margin expansion and raised full-year targets.

Pattern Detected

Recent news, including the Dowlais combination funding and Q3 earnings, has generally seen price moves that align directionally with the apparent tone of each announcement.

Recent Company History

Over the last few months, AXL has focused on its pending combination with Dowlais and ongoing capital markets visibility. On Nov 7, 2025, Q3 results showed $1.51 billion in sales and margin expansion, with shares rising 6.16%. Subsequent conference appearances in November generated modest moves. On Dec 9, 2025, AXL priced $2.1 billion in notes to fund the Dowlais combination, with a small negative reaction. Today’s update that Chinese antitrust approval is secured and all regulatory conditions are satisfied fits this ongoing transaction timeline.

Market Pulse Summary

This announcement confirms Chinese antitrust approval for the Dowlais combination and states that al...

Analysis

This announcement confirms Chinese antitrust approval for the Dowlais combination and states that all regulatory and antitrust Conditions have been satisfied, leaving court and procedural steps before completion. The Court Hearing is scheduled for 30 January 2026, with the Scheme expected to become effective on 3 February 2026. Investors may track subsequent court orders, publication of the AAM Prospectus linked to the secondary listing, and any further disclosures on integration or transaction terms.

Key Terms

antitrust, scheme, court hearing, registrar of companies, +2 more

6 terms

antitrust regulatory

"China State Administration for Market Regulation has issued a formal notice approving the Combination."

Antitrust are laws and government actions that stop companies from unfairly dominating markets, fixing prices, or blocking competitors — think of a referee preventing one player from hogging the ball so the game stays fair. Investors care because antitrust investigations, fines, or orders to change business practices can reduce revenue, raise costs, or limit growth, which directly affects a company’s risk profile and valuation.

scheme regulatory

"subject to the Court sanctioning the Scheme at the Court Hearing"

A scheme is an organized plan or formal arrangement used to carry out a financial, corporate or legal objective—examples include investment programs, employee benefit plans, or restructuring agreements. It matters to investors because schemes determine how money is raised, allocated or reorganized and who holds rights or risks; like a recipe that changes ingredients and portions, a scheme can alter potential returns, legal protections and exposure to losses.

court hearing regulatory

"The Court Hearing has been scheduled to take place on 30 January 2026"

A court hearing is a formal legal proceeding where parties present facts, evidence and arguments before a judge (and sometimes a jury) so the court can make decisions or set next steps. For investors it matters because hearings can produce rulings—such as fines, injunctions, contract enforcement or leadership changes—that directly affect a company’s operations and value; think of it as a referee making rulings that change a team’s strategy and prospects.

registrar of companies regulatory

"the delivery of the Court Order to the Registrar of Companies"

A registrar of companies is the government office that creates and maintains the official public record of businesses, including registrations, ownership, directors, and filed financial or legal documents. Investors use it like a public library of company records to verify that a firm is legally registered, check who controls it, confirm required filings have been made, and spot liens or compliance problems that could affect the company’s value or risk.

prospectus regulatory

"The AAM Prospectus, to be published in connection with the Secondary Listing"

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.

secondary listing financial

"to be published in connection with the Secondary Listing, is expected to be published"

A secondary listing is when a company that is already publicly traded adds a listing on another stock exchange, so its shares can be bought and sold in a different country or market. For investors it matters because it can increase the pool of buyers and sellers, improve liquidity, and expose the stock to different time zones, currencies and rules—think of a store opening a second branch so more customers can shop more easily.

AI-generated analysis. Not financial advice.

Combination Update: Satisfaction of China Antitrust Condition and Timetable Update

DETROIT, Jan. 16, 2026 /PRNewswire/ -- AAM (NYSE: AXL) and Dowlais are pleased to announce that the China State Administration for Market Regulation has issued a formal notice approving the Combination. As a result, AAM and Dowlais are pleased to confirm that all Conditions relating to the receipt of regulatory or antitrust approvals have now been satisfied.

Next Steps

The Combination remains subject to the Court sanctioning the Scheme at the Court Hearing, the delivery of the Court Order to the Registrar of Companies and the satisfaction or (if capable of waiver) the waiver of the remaining Conditions to the Scheme (as set out in the Scheme Document). Full details of the Combination are set out in the Scheme Document.

The Court Hearing has been scheduled to take place on 30 January 2026 and that the Scheme is expected to become effective on 3 February 2026. The AAM Prospectus, to be published in connection with the Secondary Listing, is expected to be published shortly after the Court Hearing.

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.

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.

Contacts
For AAM	For Dowlais
Investor Contact	Investor Contact:
David H. Lim	Pier Falcione
Head of Investor Relations	+44 (0) 7855 185420
+1 313 758 2006	investor.relations@dowlais.com
Media Contact	Barclays Bank PLC, acting through its Investment Bank ("Barclays") (Financial adviser and corporate broker to Dowlais)
Christopher M. Son	Guy Bomford / Adrian Beidas / Neal West (Corporate Broking)
Vice President, Marketing & Communications	+44 (0) 20 7623 2323
+1 313 758 4814
chris.son@aam.com	Rothschild & Co (Financial adviser to Dowlais)
J.P. Morgan (Exclusive financial adviser to AAM)	Ravi Gupta / Charlotte Ward
Ian MacAllister / Michael Murphy	+44 (0) 20 7280 5000
+1 (212) 270 6000
	Investec Bank plc (Joint corporate broker to Dowlais)
	Carlton Nelson / Christopher Baird
Robert Constant / Jonty Edwards	+44 (0) 20 7597 5970
+44 (0) 203 493 8000
	Montfort Communications (PR adviser to Dowlais)
FGS Global (PR adviser to AAM)	Nick Miles
Jim Barron	+44 (0) 7739 701634
+1 212 687 8080	miles@montfort.london
	Neil Craven
Charlie Chichester/Rory King	+44 (0) 7876 475419
+44 20 7251 3801	craven@montfort.london
AAM@fgsglobal.com

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.

View original content to download multimedia:https://www.prnewswire.com/news-releases/recommended-cash-and-share-combination-of-dowlais-group-plc-dowlais-with-american-axle--manufacturing-holdings-inc-aam-302663741.html

SOURCE American Axle & Manufacturing Holdings, Inc.

FAQ

What regulatory approval did AAM (AXL) and Dowlais receive for the Combination?

The China State Administration for Market Regulation issued a formal notice approving the Combination, satisfying antitrust conditions.

When is the Court Hearing for the AAM (AXL) and Dowlais Scheme?

The Court Hearing is scheduled for 30 January 2026.

When is the AAM (AXL) and Dowlais Combination expected to become effective?

The Scheme is expected to become effective on 3 February 2026, subject to remaining steps.

What remaining conditions must be met for the AAM (AXL) and Dowlais Combination to close?

The Court must sanction the Scheme, the Court Order must be delivered to the Registrar of Companies, and any remaining conditions must be satisfied or waived.

When will the AAM (AXL) prospectus for the Secondary Listing be published?

The AAM prospectus is expected to be published shortly after the Court Hearing on 30 January 2026.