American Axle & Mfg, Dowlais Agree On Terms Of Cash And Share Offer - Quick Facts

American Axle & Manufacturing Holdings

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(RTTNews) - The boards of American Axle & Mfg Hldgs (AXL) and Dowlais have 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. Each Dowlais shareholder will be entitled to receive: for each Dowlais share held: 0.0863 New AAM shares; 42 pence in cash; and up to 2.8 pence in the form of a final cash dividend to be paid prior to completion. The terms of the combination represent a total implied value of 85.2 pence per Dowlais share. The terms of the combination, including the final dividend, value the entire issued and to be issued ordinary share capital of Dowlais at approximately 1.16 billion pounds on a fully diluted basis.

Immediately following completion, it is expected that the Dowlais shareholders will own approximately 49 percent, and AAM shareholders will own approximately 51 percent, 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.