REG - American Axle & Mfg. Dowlais Group PLC - Update on Financing Arrangements

JPMorgan Chase & CoAnnouncement

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RNS Number : 4198Z  American Axle & Mfg Hldgs, Inc.  16 September 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

FOR IMMEDIATE RELEASE

16 September 2025

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. ("AAM")

UPDATE ON AAM'S FINANCING ARRANGEMENTS

 

On 29 January 2025, the boards of AAM and Dowlais announced that they had
reached agreement on the terms of a recommended cash and share offer to be
made by AAM for the entire issued and to be issued ordinary share capital of
Dowlais (the "Combination"), to be implemented by way of a court-sanctioned
scheme of arrangement under Part 26 of the Companies Act (the "Scheme") on the
terms and subject to the conditions of the scheme document (the "Scheme
Document").

Unless otherwise defined in this announcement, capitalised terms used in this
announcement shall have the same meanings given to them in the Scheme
Document.

Financing of the Combination

As outlined in the Scheme Document, in connection with the Combination: (i) on
29 January 2025, AAM and certain of its subsidiaries entered into the Backstop
Credit Agreement and the Bridge Credit Agreements; and (ii) on 24 February
2025, AAM and certain of its subsidiaries entered into the Second Amendment
and the Amended and Restated Bridge Credit Agreements.

AAM announces that it has distributed an offering memorandum (the "Offering
Memorandum") to certain qualified investors. Under the terms of the Offering
Memorandum, AAM intends to offer, subject to market and other conditions, for
an aggregate principal amount of $1.443 billion, the following:

·    $843 million of senior secured notes due 2032 (the "Secured Notes");
and

·    $600 million of senior unsecured notes due 2033 (the "Unsecured
Notes", and together with the Secured Notes, the "Notes").

AAM intends to use the net proceeds from the offering of the Notes to, among
other things, finance a portion of the Combination. The Amended and Restated
Bridge Credit Agreements are expected to be terminated and replaced in full by
a portion of the proceeds from the offering of the Notes.

AAM will deposit the gross proceeds from the offering of the Notes into
segregated escrow accounts for each of the Secured Notes and the Unsecured
Notes until the date that certain escrow release conditions, including the
completion of the Combination, have been satisfied.

Extracts from the Offering Memorandum, together with a copy of this
announcement, will be uploaded to AAM's website at
https://www.aam.com/investors (https://www.aam.com/investors) .

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)
 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 (0) 207 251 3801

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

 

Disclaimers

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.

Important notice relating to the  financial adviser

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).

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
is 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 and the Scheme Document 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 proposed offering of the Notes, AAM's intention to issue the Notes, the
expected use of proceeds, the termination of the Amended and Restated Bridge
Credit Agreements, the ability of AAM and Dowlais to consummate the
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 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. This offering of the Notes may be
made only by means of an offering memorandum.

The Notes will not be registered under the U.S. Securities Act, or any state
or other securities laws and may not be offered or sold in the United States
absent an effective registration statement or an applicable exemption from the
registration requirements of or in a transaction not subject to the U.S.
Securities Act and any state or other applicable securities laws. Accordingly,
the offering is available only to persons who are either (1) reasonably
believed to be "qualified institutional buyers" as defined in Rule 144A under
the U.S. Securities Act or (2) non-U.S. persons outside the United States
pursuant to Regulation S under the Securities Act. The Notes will be subject
to restrictions on transferability and resale and may not be transferred or
resold except in compliance with the registration requirements of the U.S.
Securities Act or pursuant to an exemption therefrom and in compliance with
any state or other applicable securities laws.

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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