공시 • Jan 29
American Axle & Manufacturing Holdings, Inc. (NYSE:AXL) entered into a scheme of arrangement to acquire Dowlais Group plc (LSE:DWL) from Melrose Industries PLC (LSE:MRO) and others for £1.1 billion.
American Axle & Manufacturing Holdings, Inc. (NYSE:AXL) entered into a scheme of arrangement to acquire Dowlais Group plc (LSE:DWL) from Melrose Industries PLC (LSE:MRO) and others for £1.1 billion on January 29, 2025. Under the terms of the Combination, each Dowlais Shareholder will be entitled to receive, 0.0863 New AAM Share, £0.42 per share in cash, and up to £0.28 pence in the form of a final cash dividend to be paid (subject to the approval of the Dowlais Board) prior to Completion.Immediately following Completion, it is expected that the Dowlais Shareholders will own approximately 49%, and AAM Shareholders will own approximately 51%., of the issued and outstanding common stock of the Combined Group, with Dowlais Shareholders benefiting from up-front cash consideration and the opportunity to participate in the anticipated future value accretion of the Combined Group. To finance the acquisition, AAM and certain of its subsidiaries entered into a i) Credit Agreement with the lenders party, ii) a First Lien Bridge Credit Agreement, iii) a Second Lien Bridge Credit Agreement. The Backstop Credit Agreement provides for term loans in an aggregate principal amount of £1.6 billion ($1.98 billion) and revolving credit facilities in an aggregate amount of £1 billion ($1.25 billion). The First Lien Bridge Credit Agreement provides for commitments of up to £677 million ($843 million) and the Second Lien Bridge Credit Agreement provides for commitments of up to £402 million ($500 million). Proceeds of the commitments provided under the Backstop Credit Agreement will be used, together with proceeds of the commitments provided under the Bridge Credit Agreements, to finance the Combination, including the cash consideration payable to Scheme Shareholders and debt refinancing costs, and to refinance in full the Existing Credit Agreement. American Axle & Manufacturing Holdings, Inc will have to pay a break fee of £40.2 million ($50 million) in cash, if AAM's Board no longer recommends the Combination or if AAM fails to hold the AAM Shareholders Meeting prior to the Long Stop Date,or if AAM invokes the Conditions, £11.2 million ($14 million), in cash, if AAM Shareholders do not approve the resolutions required to implement the Combination at the AAM Shareholders Meeting and there has been no change in the AAM Board's recommendation.
The transaction is subject to approval by regulatory board / committee, approval of offer by acquirer shareholders, approval of offer by target shareholders, subject to antitrust regulations and subject to court approval. The Dowlais Directors, who have been so advised by Barclays and Rothschild & Co as to the financial terms of the Combination, consider the terms of the Combination to be fair and reasonable. Accordingly, the Dowlais Directors intend to recommend unanimously that Scheme Shareholders vote in favor of the Scheme at the Court Meeting and Dowlais Shareholders vote in favor of the Resolutions to be proposed at the General Meeting. The AAM Directors have unanimously approved the Combination and intend to recommend that AAM Shareholders vote in favor of the amendment to AAM's certificate of incorporation to increase the number of authorized AAM Shares and the issuance of the New AAM Shares in connection with the Combination. The Combination is expected to complete during 2025.
David C. Dauch will serve as the Chairman and Chief Executive Officer of the Combined Group. In addition, Roberto Fioroni (Chief Financial Officer, Dowlais), Helen Redfern (Chief People, Sustainability and Communications Officer, Dowlais), Markus Bannert (Chief Executive Officer, GKN Automotive), and Jean-Marc Durbuis (Chief Executive Officer, GKN Powder Metallurgy), will be invited to join existing AAM executives as part of the senior executive management team of the Combined Group. It is also expected that Simon Mackenzie Smith (Chair, Dowlais) and Fiona MacAulay, who currently serve on the Dowlais Board, will join the Board of AAM following completion of the Combination.
David Walker, Ian MacAllisterJ.P. from Morgan Securities LLC, J.P., Robert Constant and Jonty Edwards from Morgan Securities plc acted as financial advisors for American Axle & Manufacturing Holdings, Inc.. Guy Bomford, Adrian BeidasBarclays PLC from Barclays, Ravi Gupta, Nathalie Ferretti from N.M. Rothschild & Sons Limited acted as financial advisors for Dowlais Group plc. Allen Overy Shearman Sterling LLP acted as legal advisor for American Axle & Manufacturing Holdings, Inc. Slaughter and May, and Cravath, Swaine & Moore LLP acted as legal advisors for Dowlais Group plc. Deloitte UK acted as accountant for American Axle & Manufacturing Holdings, Inc.