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LONDON - Dowlais Group PLC and American Axle & Manufacturing (NYSE:AXL) Holdings, Inc. (AAM) have announced an increased offer price for the acquisition of Dowlais by AAM, following the cancellation of shares previously held by the Melrose (LON:MRON) Employee Share Ownership Trust. The cancellation of 27,865,471 ordinary shares was completed for nil consideration, resulting in an upward adjustment of the cash and share consideration payable per Dowlais Share.
Dowlais shareholders are now set to receive 0.0881 New AAM Shares and 43 pence in cash for each Dowlais Share held. This revised offer reflects the decreased number of Dowlais Shares in circulation post-cancellation. Additionally, shareholders were entitled to a final dividend for FY24 of 2.8 pence per share, which was paid on May 29, 2025.
The total cash consideration and the aggregate number of New AAM Shares to be issued as part of the acquisition remain unchanged, except for minor adjustments due to rounding. The increased offer per share does not affect the overall equity value of the deal.
AAM has filed a definitive proxy statement with the SEC regarding a special meeting of AAM stockholders to approve the share issuance in the acquisition. This meeting is scheduled for July 15, 2025. AAM also plans to seek a secondary listing of its shares on the London Stock Exchange (LON:LSEG).
The Scheme Document, detailing the terms of the acquisition, is expected to be posted to Dowlais shareholders in June 2025, with shareholder meetings to follow in July 2025.
Following the share cancellation, Dowlais now has 1,316,658,644 ordinary shares in issue, with no shares held in treasury. These shares are traded on the Main Market of the London Stock Exchange under the ISIN GB00BMWRZ071.
This announcement, based on a press release statement, comes as Dowlais and AAM progress toward completing their previously announced combination, which is subject to customary closing conditions and regulatory approvals.
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