REG - American Axle & Mfg. Dowlais Group PLC - PUBLICATION OF 1ST QUARTER 2025 FINANCIAL RESULTS

DowlaisAnnouncement

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RNS Number : 2619H  American Axle & Mfg Hldgs, Inc.  02 May 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

2 May 2025

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

PUBLICATION OF FIRST QUARTER 2025 FINANCIAL RESULTS

American Axle & Manufacturing Holdings, Inc. ("AAM") has today published
its first quarter 2025 financial results and held an earnings presentation.
Copies of the first quarter 2025 press release and earnings presentation
(including reconciliation of non-GAAP financial measures) are available at
www.aam.com/investors
(https://protect.checkpoint.com/v2/___https:/www.aam.com/investors___.YzJ1OmFtZXJpY2FuYXhsZW1hbnVmYWN0dXJpbmc6YzpvOjJkZjZkMWQ2OWU5YjkwZmI1ODBhZDdhNzU4OWYyYzI2OjY6NzEwOTplZWJkYWM0NWE1NzhhNjIyNTFkNmY0YjU4MDg0ZGFkMzFlNTRlYTcxYzNjMGExNzBlM2UwMDg1OGU3YWQxNDA1OnA6RjpO)
.

During the earnings presentation, the following statements were made, which
for the purposes of Rule 28.1(a) of the City Code on Takeovers and Mergers
(the "Code") constitutes a profit forecast published by AAM during an offer
period (the "FY25 Updated Profit Forecast"):

AAM's full year 2025 financial targets are as follows:

•     AAM is targeting sales in the range of $5.65 - $5.95 billion vs.
$5.8 - $6.05 billion prior.

•    AAM is targeting Adjusted EBITDA in the range of $665 - $745 million
vs. $700 - $760 million prior.

•    AAM is targeting Adjusted free cash flow in the range of $165 - $215
million vs. $200 - $230 million prior; this target assumes capital spending of
approximately 5% of sales.

These targets are based on the following assumptions for 2025:

•     North American light vehicle production of approximately 14.0 -
15.1 million units.

•     AAM's production estimates of key programs that we support.

•     AAM's outlook assumes the sale of AAM's commercial vehicle axle
business in India is completed by July 1, 2025.

•     Does not reflect any costs and expenses relating to the announced
combination with Dowlais, which will impact actual results. Reflects guidance
for AAM on a stand-alone pre-combination basis only.

•     Substantially all incremental tariff costs are passed on to our
customers.

Supplementary data for GAAP reconciliation:

Adjusted EBITDA

·    AAM is estimating net loss in the range of $(65) - $(10) million.

·    AAM is estimating interest expense in the range of $170 - $180
million.

·    AAM is estimating income tax expense in the range of $35 - $50
million.

·    AAM is estimating depreciation and amortization in the range of $455
- $455 million.

·    AAM is estimating full year 2025 EBITDA in the range of $595 - $675
million.

·    AAM is estimating restructuring-related costs in the range of $25 -
$25 million.

·    AAM is estimating Dowlais acquisition-related costs in the range of
$65 - $65 million.

·    AAM is estimating other, principally Business Combination Derivative
in the range of $20 - $20 million.

·    AAM is estimating full year 2025 Adjusted EBITDA in the range of $665
- $745 million.

Adjusted Free Cash Flow

·    AAM is estimating net cash provided by operating activities in the
range of $375 - $425 million.

·    AAM is estimating capital expenditures net of proceeds from the sale
of property, plant and equipment in the range of ($300) - ($300) million.

·    AAM is estimating full year 2025 free cash flow in the range of $75 -
$125 million.

·    AAM is estimating cash payments for restructuring-related cost in the
range of $25 -$25 million.

·    AAM is estimating cash payments for Dowlais acquisition-related cost
in the range of $65 -$65 million.

·    AAM is estimating full year 2025 Adjusted free cash flow in the range
of $165 - $215 million.

Confirmations

Pursuant to Rule 28.1 of the Code, the Panel has granted AAM a dispensation
from the requirement to include reports from reporting accountants and AAM's
financial advisers in relation to the FY25 Updated Profit Forecast because it
is an ordinary course profit forecast and Dowlais has agreed to the
dispensation.

In accordance with Rule 28.1(c)(i) of the Code, the AAM Directors confirm
that, as at the date of this announcement, the FY25 Updated Profit Forecast is
valid and has been properly compiled on the basis of the assumptions stated
below and that the basis of accounting used is consistent with AAM's
accounting policies.

Basis of preparation

The FY25 Updated Profit Forecast is based on AAM's current internal forecast
for the period up to 31 December 2025, using economic assumptions as at 2 May
2025. The basis of accounting used for the FY25 Updated Profit Forecast is
consistent with AAM's existing accounting policies, which: (i) are in
accordance with U.S. GAAP; (ii) were applied in the preparation of the AAM's
financial statements for the year ending 31 December 2024; and (iii) are
expected to be applied in the preparation of the AAM's financial statements
for the period up to 31 December 2025.

The FY25 Updated Profit Forecast has been prepared on the basis referred to
above and subject to the principal assumptions set out below. The FY25 Updated
Profit Forecast is inherently uncertain and there can be no guarantee that any
of the factors referred to under "Principal assumptions" below will not occur
and/or, if they do, their effect on AAM's results of operations, financial
condition, or financial performance, may be material. The FY25 Updated Profit
Forecast should therefore be read in this context and construed accordingly.

Principal assumptions

(a)        Factors outside the influence or control of the AAM
Directors:

(i)  there will be no material change to macroeconomic, political,
inflationary, regulatory or legal conditions in the markets or regions in
which AAM operates;

(ii)  there will be no material change in current US interest rates, economic
growth (GDP), inflation expectations or foreign exchange rates compared with
AAM's estimates;

(iii) there will be no material change in accounting standards;

(iv) there will be no material change in market conditions in relation to
customer demand or the competitive environment;

(v)  there will be no material litigation or regulatory investigations, or
material unexpected developments in any existing litigation or regulatory
investigation, in relation to any of AAM's operations, products or services;
and

(vi) there will be no business disruptions that materially affect AAM, its
customers, operations, supply chain or labour supply, including natural
disasters, acts of terrorism, cyber-attack and/or technological issues.

(b)        Factors within the influence or control of the AAM
Directors:

(i)   there will be no material acquisitions, disposals, distribution
partnerships, joint ventures or other commercial agreements, other than those
already assumed within the forecast;

(ii)  there will be no material change in the existing operational strategy
of AAM;

(iii) there will be no material changes in AAM's accounting policies and/or
the application thereof;

(iv) there are no material strategic investments or capital expenditure in
addition to those already planned; and

(v)  there will be no material change in the management or control of AAM.

Terms used but not defined in this announcement have the meaning given to them
in the Rule 2.7 announcement released by AAM and Dowlais on 29 January 2025.

Enquiries

 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)

 David Walker / Ian MacAllister                                      +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

Allen Overy Shearman Sterling LLP is acting as legal adviser to AAM in
connection with the Combination.

 

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 authorised 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.

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, which
will contain the full terms and conditions of the Combination, including
details of how to vote in respect 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 will prepare the Scheme Document to be distributed to Dowlais
Shareholders. Dowlais and AAM urge Dowlais Shareholders to read the Scheme
Document (or any other document by which the Combination is made) in full when
it becomes available 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
favour 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
will be contained in the Scheme Document (or, if the Combination is
implemented by way of a Takeover Offer, 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
(https://protect.checkpoint.com/v2/___http:/www.sec.gov/___.YzJ1OmFtZXJpY2FuYXhsZW1hbnVmYWN0dXJpbmc6YzpvOjJkZjZkMWQ2OWU5YjkwZmI1ODBhZDdhNzU4OWYyYzI2OjY6NTBkODoxNDdiMzJjOWI4ODg1NTU0MjEwNzZiMzYyOGI1MjBhMWIyZGVlMTRjY2I5ZjFmMTdmMjBhYzVjNDU2NDllMDVkOnA6RjpO)
 or by directing a request to AAM's contact for enquiries identified above.

This announcement contains, and the Scheme Document will contain certain
unaudited financial information relating to Dowlais that has been prepared in
accordance with UK-endorsed International Financial Reporting Standards
("IFRS") and thus may not be comparable to financial information of U.S.
companies or companies whose financial statements are prepared in accordance
with U.S. generally accepted accounting principles. U.S. generally accepted
accounting principles differ in certain significant respects from IFRS.

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.

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.

Additional Information

This announcement may be deemed to be solicitation material in respect of the
Business Combination, including the issuance of AAM's shares of common stock
in respect of the Business Combination.  In connection with the foregoing
proposed issuance of AAM's shares of common stock, AAM expects to file a proxy
statement on Schedule 14A (together with any amendments and supplements
thereto, the "Proxy Statement") with the SEC.  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 will be able to 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
(https://protect.checkpoint.com/v2/___http:/www.sec.gov___.YzJ1OmFtZXJpY2FuYXhsZW1hbnVmYWN0dXJpbmc6YzpvOjJkZjZkMWQ2OWU5YjkwZmI1ODBhZDdhNzU4OWYyYzI2OjY6YzAyNDoxYWY5NDNhM2YzY2MyMTlkZDU0YWYxZGI1NzVkYTFmYTQxODA5NDk3Mjk0NTg4YjZlNjcyZjVkMTA5MjkzYjQ1OnA6RjpO)
.  In addition, investors and shareholders will be able to 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
(https://protect.checkpoint.com/v2/___https:/www.aam.com/investors___.YzJ1OmFtZXJpY2FuYXhsZW1hbnVmYWN0dXJpbmc6YzpvOjJkZjZkMWQ2OWU5YjkwZmI1ODBhZDdhNzU4OWYyYzI2OjY6NzEwOTplZWJkYWM0NWE1NzhhNjIyNTFkNmY0YjU4MDg0ZGFkMzFlNTRlYTcxYzNjMGExNzBlM2UwMDg1OGU3YWQxNDA1OnA6RjpO)
.

 

Participants in the Solicitation

AAM and its directors, executive officers and certain other members of
management and employees will be participants in the solicitation of proxies
from AAM's shareholders in respect of the Business Combination, including the
proposed issuance of AAM's shares of common stock in connection with the
Business Combination.  Information regarding AAM's directors and executive
officers is contained in its Annual Report on Form 10-K for the fiscal year
ended December 31, 2023, which was filed with the SEC on February 16, 2024,
the definitive proxy statement on Schedule 14A for AAM's 2024 annual meeting
of stockholders, which was filed with the SEC on March 21, 2024 and the
Current Report on Form 8-K of AAM, which was filed with the SEC on May 2,
2024.  Additional information regarding the identity of participants, and
their direct or indirect interests, by security holdings or otherwise, will be
set forth in the Proxy Statement when it is filed with the SEC.  To the
extent holdings of AAM's securities by its directors or executive officers
change from the amounts set forth in the Proxy Statement, such changes will be
reflected on Initial Statements of Beneficial Ownership on Form 3 or
Statements of Change in Ownership on Form 4 filed with the SEC by AAM.  These
documents may be obtained free of charge from the SEC's website at www.sec.gov
and AAM's website at https://www.aam.com/investors
(https://protect.checkpoint.com/v2/___https:/www.aam.com/investors___.YzJ1OmFtZXJpY2FuYXhsZW1hbnVmYWN0dXJpbmc6YzpvOjJkZjZkMWQ2OWU5YjkwZmI1ODBhZDdhNzU4OWYyYzI2OjY6NzEwOTplZWJkYWM0NWE1NzhhNjIyNTFkNmY0YjU4MDg0ZGFkMzFlNTRlYTcxYzNjMGExNzBlM2UwMDg1OGU3YWQxNDA1OnA6RjpO)
.

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 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.

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

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