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

Rhea-AI Summary

American Axle & Manufacturing (NYSE: AXL) announced that stockholders have approved all proposals related to its recommended acquisition of Dowlais Group plc. The combined entity is expected to generate annual revenues of approximately $12 billion on a non-adjusted basis.

The transaction, scheduled to close in Q4 2025, will create a leading global driveline and metal forming supplier. AAM plans to seek a secondary listing on the London Stock Exchange. The combined group will have an expanded geographic presence across multiple automotive segments, supporting ICE, hybrid, and electric powertrains.

Dowlais shareholders will vote on the Scheme and Special Resolution on July 22, 2025. David C. Dauch will serve as Chairman and CEO of the combined company.

Positive

• Expected annual revenues of $12 billion for the combined entity
• Expanded geographic presence across multiple automotive segments
• Diversified portfolio covering ICE, hybrid, and electric powertrains
• Secondary listing on London Stock Exchange enhancing market access
• Strong stockholder support for the combination

Negative

• Regulatory approvals still pending
• Transaction completion subject to multiple conditions
• Integration complexities between two large automotive suppliers

Insights

M&A Financial Analyst

AAM stockholders approved Dowlais acquisition, creating a $12B revenue global automotive supplier with expanded capabilities across powertrain technologies.

The stockholder approval represents a critical milestone in AAM's acquisition of Dowlais Group, moving the transaction closer to its anticipated Q4 2025 closing. This strategic combination will transform AAM into a substantially larger entity with approximately $12 billion in annual revenue on a non-adjusted combined basis - a significant scale increase that should enhance the company's competitive positioning in the global automotive supply chain.

The merger's strategic rationale centers on creating a more balanced and diversified supplier with expanded geographic reach and technical capabilities across internal combustion, hybrid, and electric powertrains. This positions the combined entity to better navigate the ongoing automotive powertrain transition while potentially delivering operational synergies and strengthened relationships with global OEMs.

With AAM stockholders now on board, attention shifts to the upcoming Dowlais shareholder vote on July 22 and remaining regulatory approvals. The transaction's structure as a cash and share combination suggests AAM sees long-term value in retaining Dowlais shareholders in the combined entity. CEO David Dauch's continuation as leader of the merged company should provide operational continuity through the integration period.

The planned secondary listing on the London Stock Exchange represents a strategic move to maintain capital markets access in both North America and Europe, potentially broadening the investor base and supporting liquidity for the enlarged company's shares.

Transaction Update: AAM Stockholders Approve Proposed Combination

DETROIT, July 15, 2025 /PRNewswire/ -- American Axle & Manufacturing Holdings, Inc. ("AAM"), (NYSE: AXL) today announced that at a special meeting (the "Special Meeting") of its stockholders ("AAM Stockholders") held in connection with AAM's recommended offer to acquire the entire issued and to be issued share capital of Dowlais Group plc ("Dowlais"), (the "Combination"), AAM Stockholders approved all proposals related to the Combination as described in AAM's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the "SEC") on June 2, 2025, as amended and supplemented pursuant to Current Reports on Form 8-K filed by AAM with the SEC on June 9, 2025 and July 7, 2025. Dowlais shareholders are expected to vote on the Scheme and Special Resolution at the Court Meeting and General Meeting, respectively, on July 22, 2025.

In addition, as announced on May 16, 2025, AAM intends to seek a secondary listing and admission of shares of its common stock, par value $0.01 per share (collectively, "AAM Shares"), including the new AAM Shares to be issued in connection with the Combination, to trading on the London Stock Exchange. Following the Combination, the combined AAM and Dowlais group will have an expanded and balanced geographic presence across multiple automotive segments supporting ICE, hybrid and electric powertrains and is expected to generate annual revenues of approximately $12 billion on a non-adjusted combined basis.

Antitrust and other regulatory approvals continue to progress, and the deal is anticipated to close in the fourth quarter of 2025, subject to Dowlais shareholder approval and the completion of the other remaining conditions.

"We are very pleased that our stockholders recognized the tremendous value creation opportunity in combining these two outstanding automotive suppliers," said David C. Dauch, Chairman and Chief Executive Officer of AAM, who will serve as the Chairman and Chief Executive Officer of the combined company. "This milestone brings us one step closer to creating a leading global driveline and metal forming supplier with size and scale to successfully navigate industry shifts and volatility."

AAM will file a Current Report on Form 8-K with the SEC to report the voting results of all proposals put forth at its Special Meeting.

More information about the proposed Combination can be found on AAM's investor website at www.aam.com/investors/offer-for-Dowlais-Group-plc.

About AAM

As a leading global Tier 1 Automotive and Mobility Supplier, AAM (NYSE: AXL) designs, engineers and manufactures Driveline and Metal Forming technologies to support electric, hybrid and internal combustion vehicles. Headquartered in Detroit with over 75 facilities in 16 countries, AAM is Bringing the Future Faster for a safer and more sustainable tomorrow. To learn more, visit www.aam.com.

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

In this press release, we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, and future events or performance. 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 our 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 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 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 we operate; reduced purchases of our products by General Motors Company (GM), Stellantis N.V. (Stellantis), Ford Motor Company (Ford) or other customers; our ability to respond to changes in technology, increased competition or pricing pressures; our ability to develop and produce new products that reflect market demand; lower-than-anticipated market acceptance of new or existing products; our ability to attract new customers and programs for new products; reduced demand for our customers' products (particularly light trucks and sport utility vehicles (SUVs) produced by GM, Stellantis and Ford); our ability to consummate strategic initiatives and successfully integrate acquisitions and joint ventures; risks inherent in our global operations (including tariffs and the potential consequences thereof to us, our suppliers, and our customers and their suppliers, adverse changes in trade agreements, such as the United States-Mexico-Canada Agreement (USMCA), compliance with customs and trade regulations, immigration policies, political stability or geopolitical conflicts, taxes and other law changes, potential disruptions of production and supply, and currency rate fluctuations); supply shortages and the availability of natural gas or other fuel and utility sources in certain regions, labor shortages, including increased labor costs, or price increases in raw material and/or freight, utilities or other operating supplies for us or our customers as a result of pandemic or epidemic illness, geopolitical conflicts, natural disasters or otherwise; a significant disruption in operations at one or more of our key manufacturing facilities; risks inherent in transitioning our business from internal combustion engine vehicle products to hybrid and electric vehicle products; our ability to realize the expected revenues from our new and incremental business backlog; negative or unexpected tax consequences, including those resulting from tax litigation; risks related to a failure of our information technology systems and networks, including cloud-based applications, and risks associated with current and emerging technology threats and damage from computer viruses, unauthorized access, cyber attacks, including increasingly sophisticated cyber attacks incorporating use of artificial intelligence, and other similar disruptions; our suppliers', our customers' and their suppliers' ability to maintain satisfactory labor relations and avoid or minimize work stoppages; cost or availability of financing for working capital, capital expenditures, research and development (R&D) or other general corporate purposes including acquisitions, as well as our ability to comply with financial covenants; our customers' and suppliers' availability of financing for working capital, capital expenditures, R&D or other general corporate purposes; an impairment of our goodwill, other intangible assets, or long-lived assets if our business or market conditions indicate that the carrying values of those assets exceed their fair values; liabilities arising from warranty claims, product recall or field actions, product liability and legal proceedings to which we are or may become a party, or the impact of product recall or field actions on our customers; our ability or our customers' and suppliers' ability to successfully launch new product programs on a timely basis; risks of environmental issues, including impacts of climate-related events, that could result in unforeseen issues or costs at our facilities, or risks of noncompliance with environmental laws and regulations, including reputational damage; our ability to maintain satisfactory labor relations and avoid work stoppages; our ability to achieve the level of cost reductions required to sustain global cost competitiveness or our ability to recover certain cost increases from our customers; price volatility in, or reduced availability of, fuel; our ability to protect our intellectual property and successfully defend against assertions made against us; adverse changes in laws, government regulations or market conditions affecting our products or our customers' products; our ability or our customers' and suppliers' ability to comply with regulatory requirements and the potential costs of such compliance; changes in liabilities arising from pension and other postretirement benefit obligations; our ability to attract and retain qualified personnel in key positions and functions; and other unanticipated events and conditions that may hinder our ability to compete. These risks and uncertainties related to AAM include factors detailed in the reports AAM files with 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. It is not possible to foresee or identify all such factors and we make no commitment to update any forward-looking statement or to disclose any facts, events or circumstances after the date hereof that may affect the accuracy of any forward-looking statement.

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.

Investor Contact:

David H. Lim
Head of Investor Relations
+1 313 758 2006
david.lim@aam.com 

Media Contact:

Christopher M. Son
Vice President, Marketing & Communications
+ 1 313 758 4814  
chris.son@aam.com

 

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SOURCE American Axle & Manufacturing Holdings, Inc.

FAQ

What is the expected revenue of the combined AAM and Dowlais company?

The combined AAM and Dowlais group is expected to generate annual revenues of approximately $12 billion on a non-adjusted combined basis.

When will the AAM (NYSE: AXL) and Dowlais merger close?

The merger is anticipated to close in the fourth quarter of 2025, subject to Dowlais shareholder approval and other remaining conditions.

Who will lead the combined AAM and Dowlais company?

David C. Dauch will serve as the Chairman and Chief Executive Officer of the combined company.

What markets will the combined AAM-Dowlais company serve?

The combined company will serve multiple automotive segments, supporting ICE (Internal Combustion Engine), hybrid, and electric powertrains with an expanded geographic presence.

When will Dowlais shareholders vote on the merger?

Dowlais shareholders will vote on the Scheme and Special Resolution at the Court Meeting and General Meeting on July 22, 2025.

What stock exchanges will AAM be listed on after the merger?

AAM plans to maintain its NYSE listing (NYSE: AXL) and seek a secondary listing on the London Stock Exchange for its shares, including the new shares issued for the combination.