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American Axle & Manufacturing Holdings Inc. (NYSE:AXL) revealed in a recent SEC filing that its board has scheduled a special meeting for July 15, 2025, to seek shareholder approval for a proposed amendment to its charter. The amendment aims to increase the authorized shares of common stock from 150 million to 375 million. This move is part of a strategic effort to facilitate the acquisition of Dowlais Group plc, a UK-based company.
The acquisition, structured as a Business Combination, will involve a mix of cash and stock consideration. Following a recent cancellation of 27,865,471 Dowlais shares previously held in a trust for Melrose (LON:MRON) Industries PLC employees, the consideration per Dowlais share has been adjusted. Dowlais shareholders are now set to receive 0.0881 new American Axle shares and 43 pence in cash for each Dowlais share they hold, reflecting the reduced number of Dowlais shares in issue.
This adjustment does not significantly alter the total cash consideration or the total number of new American Axle shares to be issued for the acquisition, aside from minor changes due to rounding. The filing also notes that the final dividend for Dowlais shareholders for FY24 was paid on May 29, 2025, at 2.8 pence per share, in line with previous announcements.
The SEC filing includes additional details about the special meeting, the proposed charter amendment, and the terms of the acquisition. Shareholders are urged to review these materials carefully when they become available, as they contain important information about the proposed transaction.
This news is based on information contained in a recent SEC filing by American Axle & Manufacturing Holdings Inc.
In other recent news, American Axle & Manufacturing reported its first-quarter 2025 earnings, meeting analysts’ expectations with an earnings per share (EPS) of $0.09. The company also surpassed revenue forecasts, reporting $1.41 billion against the expected $1.39 billion. American Axle announced the approval of an amended and restated incentive plan by its stockholders, a move aimed at attracting and retaining key personnel. This decision was made during the company’s annual meeting of stockholders. Additionally, the company is in the process of expanding its electric vehicle product line and preparing for strategic transactions to enhance its EV capabilities. The completion of the Dali transaction in Q4 2025 is expected to further bolster these capabilities. On the governance front, Herbert K. Parker and Aleksandra A. Miziolek were elected to the board of directors for three-year terms. Moreover, Deloitte & Touche LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
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