16 sep 25   american axle & mfg. - update on financing arrangements dowlais group plc | dwl | 79.2 0 0.0% | mkt cap: 1,043m    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. 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 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 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Label: Neutral