UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
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Preliminary Proxy Statement |
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Confidential, For Use of the
Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to
§ 240.14a-12 |
AMERICAN AXLE & MANUFACTURING
HOLDINGS,
INC.
(Name of Registrant as Specified In Its Charter)
Not applicable
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee paid previously with preliminary
materials. |
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Fee computed on table in exhibit
required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| Fourth Quarter 2024 Earnings Call |
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| Forward-Looking Statements
2
In this presentation, American Axle & Manufacturing Holdings, Inc. (“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 ability of AAM and Dowlais to consummate AAM’s business combination with Dowlais (the “Business 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 United States Securities and Exchange Commission (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.
Additional Information
This presentation may be deemed to be solicitation material in respect of the Business Combination, including the issuance of AAM’s shares of common stock in respect of the Business Combination. In
connection with the foregoing proposed issuance of AAM’s shares of common stock, AAM expects to file a proxy statement on Schedule 14A (together with any amendments and supplements thereto,
the “Proxy Statement”) with the SEC. To the extent the Business Combination is effected as a scheme of arrangement under English law, the issuance of AAM’s shares of common stock in connection
with the Business Combination would not be expected to require registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), pursuant to an exemption provided by Section
3(a)(10) under the Securities Act. In the event that AAM exercises its right to elect to implement the Business Combination by way of a takeover offer (as defined in the UK Companies Act 2006) or
otherwise determines to conduct the Business Combination in a manner that is not exempt from the registration requirements of the Securities Act, AAM expects to file a registration statement with the
SEC containing a prospectus with respect to the AAM’s shares that would be issued in the Business Combination. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY
STATEMENT, THE SCHEME DOCUMENT, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED BY AAM WITH THE SEC OR INCORPORATED BY REFERENCE IN THE PROXY
STATEMENT (IF ANY) CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AAM, THE BUSINESS COMBINATION AND
RELATED MATTERS. Investors and shareholders will be able to obtain free copies of the Proxy Statement, the scheme document, and other documents filed by AAM with the SEC at the SEC’s website
at http://www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the Proxy Statement, the scheme document, and other documents filed by AAM with the SEC at
https://www.aam.com/investors. |
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| 4Q 2024 and Full Year Financial Highlights
3
* For definitions of Adjusted EBITDA and Adjusted Free Cash Flow and non-GAAP reconciliations, please see the attached appendix.
4Q
2024 Quarterly
Sales
$1.38B $160.8M
Quarterly
Adj. EBITDA
11.6% of Sales
$79.2M
Quarterly
Adj. Free
Cash Flow
$6.12B
Full Year
Sales
$749.2M
Full Year
Adj. EBITDA
12.2% of Sales
$230.3M $311M
Full Year
Adj. Free
Cash Flow
FY
2024 |
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| Business Update
4
Maverick & Bronco Sport
Secured core business extension to
deliver power transfer units (PTU) for the
Ford Maverick and Bronco Sport.
AAM & Dowlais Combination
The combination to create a leading
driveline and metal-forming supplier with
size and scale, serving the global
automotive industry.
+
Note: The depicted power transfer unit is for illustrative purposes only. Does not reflect the actual product for the specified programs. |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1062231/000110465925013565/tm256415d2_defa14aimg005.jpg)
| 2025 Financial Outlook(as of February 14, 2025)
5
2025 Financial Targets
Full Year Sales $5.8 - $6.05 billion
Adjusted EBITDA $700 - $760 million
Adjusted Free Cash Flow $200 - $230 million
• These targets are based on North American light vehicle production of ~15.1 million units, current customer production
and launch schedules, production estimates of key programs we support, and business environment
• Adjusted Free Cash Flow target assumes capital spending of approximately 5% of sales
• AAM expects restructuring cash payments to be approximately $20 - $30 million
• AAM’s 2025 financial outlook does not account for any changes to future policy, including tariffs, tax and other regulations.
• AAM's outlook assumes the sale of AAM's commercial vehicle axle business in India is completed by July 1, 2025.
• Does not reflect any costs and expenses relating to the announced combination with Dowlais, which will impact actual
results. Reflects guidance for AAM on a stand-alone pre-combination basis only.
Note: For definitions of Adjusted EBITDA and Adjusted Free Cash Flow and Non-GAAP reconciliations, please see the attached appendix.
In accordance with Rule 28.1(c)(i) of the Takeover Code, the AAM directors confirm that, as at the date of this presentation, the AAM FY25 Profit Forecast is valid and has been properly compiled on the basis
of the assumptions stated in the attached appendix and that the basis of accounting used is consistent with AAM's accounting policies. |
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| 4Q Financial Results
6
Note: Adjusted earnings (loss) per share are based on weighted average diluted shares outstanding of 117.6 million and 117.1 million for the three months ended December 31, 2024 and 2023 respectively. For
definitions of Adjusted EBITDA, Adjusted EBITDA margin and Adjusted earnings per share and Non-GAAP reconciliations, please see the attached appendix
2024 2023
Net sales $ 1,380.8 $ 1,463.0 $ (82.2)
Gross profit $ 154.3 $ 154.9 $ (0.6)
Gross margin 11.2% 10.6% 0.6%
Selling, general and administrative expenses $ 89.0 $ 95.7 $ (6.7)
SG&A as a % of sales 6.4% 6.5% -0.1%
Amortization of intangible assets $ 20.8 $ 21.4 $ (0.6)
Restructuring and acquisition-related costs $ 8.3 $ 9.0 $ (0.7)
Debt refinancing and redemption costs $ (0.1) $ (1.0) $ 0.9
Pension curtailment and settlement charges $ - $ (1.3) $ 1.3
Gain on equity securities $ - $ 0.1 $ (0.1)
Other income (expense), net $ (5.7) $ 3.0 $ (8.7)
Adjusted EBITDA $ 160.8 $ 169.5 $ (8.7)
Adjusted EBITDA margin 11.6% 11.6% 0%
Net interest expense $ (37.3) $ (42.9) $ 5.6
Income tax expense $ 6.8 $ 5.8 $ 1.0
Effective income tax rate -99% -44% -55%
Net loss $ (13.7) $ (19.1) $ 5.4
Diluted earnings (loss) per share $ (0.12) $ (0.16) $ 0.04
Adjusted EPS (loss) $ (0.06) $ (0.09) $ 0.03
Three Months Ended December 31,
(dollars in millions, except per share data) Difference |
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| Full Year Financial Results
7
Note: Adjusted earnings (loss) per share are based on weighted average diluted shares outstanding of 121.9 million and 116.6 million for the twelve months ended December 31, 2024 and 2023,
respectively. For definitions of Adjusted EBITDA, Adjusted EBITDA margin and Adjusted earnings per share (loss) and Non-GAAP reconciliations, please see the attached appendix
2024 2023
Net sales $ 6,124.9 $ 6,079.5 $ 45.4
Gross profit $ 741.4 $ 624.3 $ 117.1
Gross margin 12.1% 10.3% 1.8%
Selling, general and administrative expenses $ 387.1 $ 366.9 $ 20.2
SG&A as a % of sales 6.3% 6.0% 0.3%
Amortization of intangible assets $ 82.9 $ 85.6 $ (2.7)
Impairment charge $ 12.0 $ - $ 12.0
Restructuring and acquisition-related costs $ 18.0 $ 25.2 $ (7.2)
Debt refinancing and redemption costs $ (0.6) $ (1.3) $ 0.7
Loss on equity securities $ (0.1) $ (1.1) $ 1.0
Pension curtailment and settlement charges $ - $ (1.3) $ 1.3
Other income (expense), net $ (20.0) $ 8.1 $ (28.1)
Adjusted EBITDA $ 749.2 $ 693.3 $ 55.9
Adjusted EBITDA margin 12.2% 11.4% 0.8%
Net interest expense $ (157.9) $ (175.5) $ 17.6
Income tax expense $ 27.8 $ 9.1 $ 18.7
Effective income tax rate 44.3% -37.1% 81.4%
Net income (loss) $ 35.0 $ (33.6) $ 68.6
Diluted earnings (loss) per share $ 0.29 $ (0.29) $ 0.58
Adjusted EPS (loss) $ 0.51 $ (0.09) $ 0.60
Twelve Months Ended December 31,
(dollars in millions, except per share data) Difference |
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| 4Q 2024 Revenue Walk (Yr/Yr)
8
$ in millions
Note: Chart not to scale. |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1062231/000110465925013565/tm256415d2_defa14aimg009.jpg)
| 4Q 2024 Adjusted EBITDA Walk
9
$ in millions
Note: For definition of Adjusted EBITDA and Non-GAAP reconciliation, please see the attached appendix. Chart not to scale. |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1062231/000110465925013565/tm256415d2_defa14aimg010.jpg)
| Adjusted Free Cash Flow and Credit Profile
10
Cash Flow and Debt Metrics 4Q 2024
Adjusted Free Cash Flow $79.2 million
Net Debt $2.1 billion
Net Leverage Ratio 2.8x
Liquidity ~$1.5 billion
Note: For definitions of Adjusted Free Cash Flow, Net Debt, Net Leverage Ratio, and Liquidity and reconciliations of non-GAAP financial measures, please
see the attached appendix.
AAM Maintains Strong Liquidity |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1062231/000110465925013565/tm256415d2_defa14aimg011.jpg)
| 2025 Sales Target Walk
Note: Chart not to scale. Assumes sale of CV axle business in India by July 1, 2025. 11
$ in millions (unless noted otherwise)
*Approximately at guidance midpoint. |
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| 2025 Adjusted EBITDA Target Walk
12
$ in millions
Note: Chart not to scale. For definitions of Adjusted EBITDA and Non-GAAP reconciliations, please see the attached appendix. Assumes sale of CV axle business in India by July 1, 2025.
In accordance with Rule 28.1(c)(i) of the Takeover Code, the AAM directors confirm that, as at the date of this presentation, the AAM FY25 Profit Forecast is valid and has been properly compiled on the
basis of the assumptions stated in the attached appendix and that the basis of accounting used is consistent with AAM's accounting policies.
*Approximately at guidance midpoint. |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1062231/000110465925013565/tm256415d2_defa14aimg013.jpg)
| 2025 Targeted Adj. Free Cash Flow Walk
13
$ in millions
21.0%
Margin
15.1%
Margin
19.0%
Margin
Note: Chart not to scale. For definitions of Adjusted Free Cash Flow and Non-GAAP reconciliations, please see the attached appendix. Assumes sale of CV axle business in India by July 1, 2025.
In accordance with Rule 28.1(c)(i) of the Takeover Code, the AAM directors confirm that, as at the date of this presentation, the AAM FY25 Profit Forecast is valid and has been properly compiled on the
basis of the assumptions stated in the attached appendix and that the basis of accounting used is consistent with AAM's accounting policies.
*Approximately at guidance midpoint. |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1062231/000110465925013565/tm256415d2_defa14aimg014.jpg)
| AAM and Dowlais Combination
Supplemental Slides |
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| Compelling Strategic Combination
15
Creates a
leading global
driveline and
metal forming
supplier with
significant size
and scale
More diversified
customer base
with expanded
and balanced
geographic
presence
High margins
with strong
earnings
accretion, cash
flow and balance
sheet
Compelling
industrial logic
with ~$300M of
synergies
Creates More Robust Business Model That Accelerates Growth
And Value Creation For All Stakeholders
Comprehensive
powertrain
agnostic product
portfolio with
leading
technology
+ |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1062231/000110465925013565/tm256415d2_defa14aimg016.jpg)
| Dowlais Combination
16
Revenue1 Synergies3 Combined
Adj. EBITDA Margin
including synergies2
Expected Day One
Net Leverage
including synergies3
~$12B
+
~$300M ~14% ~2.5x
Expect strong earnings accretion in the first full year following the close of the transaction4
(1) Combined revenue number, on a statutory basis for Dowlais, and without adjustments for differences between US GAAP and IFRS. Assumed exchange rate is $1.2434 / £1.00.
(2) Adjusted EBITDA margin is the sum of AAM and Dowlais’ 2023 reported adjusted EBITDA divided by the sum of AAM’s revenue and Dowlais’ adjusted revenue. Adjusted EBITDA margin calculation gives effect to the estimated full run rate
synergies of approximately $300 million. Assumed exchange rate is $1.2434 / £1.00. For definitions of AAM’s and Dowlais’ Adjusted EBITDA, please see the attached appendix.
(3) Net leverage estimate includes the impact of incremental transaction financing and full run rate synergies. Run rate synergies substantially achieved by end of the third year. Please see appendix for net leverage definition.
(4) Excludes transaction-related expenses and deal-related amortization. |
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| Dowlais Overview
17
~$6B 2023 Sales
30,000+ Employees1
22 Countries1
Global Leader in Propulsion Agnostic Driveline Solutions
with a Track Record of Innovation
100 Locations1
Automotive
79%
Powder Metal
21%
North
America
37%
South
America
3% Asia
26%
EMEA
34%
Leading Global Driveline Supplier Leading Sinter Metals Supplier
Present in 50% of Vehicles ~10M Components Produced / Day
>90% of Global Auto
Manufacturers Served >2,000 Global Customers
Source: Dowlais 2023 Annual Report
(1) Includes JV operations
A MARKET LEADING,
HIGH-TECHNOLOGY ENGINEERING GROUP |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1062231/000110465925013565/tm256415d2_defa14aimg018.jpg)
| Dowlais – Leading Supplier of Sideshafts
18
Source: Dowlais filings. Notes: Vehicle images for illustrative purpose only. (1) Based on 2023 Product Volumes & GKN Auto Internal Data. (2) Sideshafts per vehicle statistics based on
2021 vehicle production data.
DOWLAIS’ SIDESHAFT TECHNOLOGY IS WORLD
LEADING.. ICE VEHICLE BATTERY ELECTRIC VEHICLE …AND 2X THE SIZE OF ITS NEAREST COMPETITOR
• Global, vertically integrated scale
• Pioneers of the Auto CV joint
• 100 joint types & sizes
• ~400 active patents
• ~500 engineers across 18 sites
Market share(1)
#1 2x nearest competitor
~2.1
sideshafts per vehicle(2)
~2.4
sideshafts per vehicle(2)
SIDESHAFT TECHNOLOGY IS WORLD LEADING… ICE VEHICLE BATTERY ELECTRIC VEHICLE
… AND 2X THE SIZE OF ITS NEAREST COMPETITIOR |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1062231/000110465925013565/tm256415d2_defa14aimg019.jpg)
| ~$300M of Synergy Potential
19
Targeting 60% of expected
annual run rate savings by
the end of the second full
year. Run Rate savings
substantially achieved by
end of the third year.
We estimate the costs
required to achieve our
synergy plan are
approximately equal to one
year of savings.
Joint plan developed to realize ~$300M of annual run-rate cost synergies
Operations
Purchasing
SG&A
• Leveraging enhanced economies of scale and spend to reduce supply costs
• Utilizing vertical integration capabilities to deliver insourcing initiatives
• Achieving global freight and logistical savings through increased scale, utilization
and benefits from third-party logistics suppliers
• Eliminating duplicate public company and other costs
• Optimization of the combined workforce
• Streamlining of engineering, research, and development expenses
• Elimination of duplicate business and technical offices
~50%
~20%
~30%
CATEGORY DESCRIPTION
• Increasing operating efficiencies through the implementation of a best-of-best
operating system
• Optimizing the combined global manufacturing footprint
TIMING AND COST
TO ACHIEVE |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1062231/000110465925013565/tm256415d2_defa14aimg020.jpg)
| Robust Synergy Identification & Validation Process
20
AAM & Dowlais each appointed a global
consulting firm to assist in reviewing
synergy opportunities
Detailed, in-person diligence
sessions were conducted over multiple weeks
between AAM & Dowlais management teams
UK Takeover Code Rule 28 contains
specific requirements regarding cost
savings measures
▪ Quantified synergies to be supported
by a report from a reporting accountant
▪ Deloitte LLP acted as AAM’s reporting
accountant and provided an opinion1
(1) A copy of the Deloitte Opinion (as required by the Takeover Code) is contained in the Rule 2.7 firm offer announcement at https://www.aam.com/investors/offer-for-dowlais-group-plc
Synergies identified across 10 workstreams
using detailed cost information from both
businesses and a clean team approach |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1062231/000110465925013565/tm256415d2_defa14aimg021.jpg)
| Substantial Free Cash Flow Generation
21
Combination Enhances Cash Flow Generation
Source: Dowlais public filings or derived therefrom, see appendix.
Note: Assumed exchange rate is $1.2434 / £1.00; 1 Run Rate savings substantially achieved by end of the third year.
$M
American Axle Adj. Free Cash Flow (2023A) ~$219
Dowlais Adj. Free Cash Flow (2023A) ~$203
Run-Rate Cash Flow from Synergies1 ~$300
Less: Interest from Incremental Financing ~($50)
Less: Tax Impact (Illustrative 30% rate) ~($75)
Combined Cash Generation Potential ~$600
% revenue ~5%
% Implied PF mkt. cap. (FCF Yield) ~50% |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1062231/000110465925013565/tm256415d2_defa14aimg022.jpg)
| Balance Sheet and Capital Allocation
22
• Committed financing in place for transaction
• Expect $2.2 billion of new debt financing (used
to refinance existing Dowlais debt and fund
the cash purchase price)
• Transaction approximately net leverage
neutral at closing (before synergies)
• Expect ~$2.0 billion of liquidity at closing
BALANCE SHEET
• Support investment for organic growth
• Prioritize debt repayment until 2.5x net
leverage achieved
• Targeting a more balanced capital allocation
policy below 2.5x net leverage
▪ Potential share repurchases or dividends
CAPITAL ALLOCATION |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1062231/000110465925013565/tm256415d2_defa14aimg023.jpg)
| Regulatory Update
23
Expect Regulatory Approval And Closing In 4Q 2025
TIMING
▪ Significant regulatory analysis and preparatory
work already undertaken by both parties
▪ US filing (HSR) submitted on February 7, 2025
▪ Progressing with all filings and engaging with
international regulators
▪ Anticipated timing is typical for this type of transaction
STRATEGIC COMBINATION
▪ Complementary product and customer portfolios
▪ Multiple competitors across key products / geographies
▪ Synergies drive competitive cost base and free cash
flow to support product development
▪ Customer feedback has been supportive
BEAM AXLES
US LIGHT TRUCK
SIDE SHAFTS
GLOBAL PASSCAR & CUV |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1062231/000110465925013565/tm256415d2_defa14aimg024.jpg)
| Appendix / Supplemental Data |
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| Additional Disclosures
25
Participants in the Solicitation
AAM and its directors, executive officers and certain other members of management and employees will be participants in the solicitation of proxies from AAM’s
shareholders in respect of the Business Combination, including the proposed issuance of AAM’s shares of common stock in connection with the Business Combination.
Information regarding AAM’s directors and executive officers is contained in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed
with the SEC on February 16, 2024, the definitive proxy statement on Schedule 14A for AAM’s 2024 annual meeting of stockholders, which was filed with the SEC on March
21, 2024 and the Current Report on Form 8-K of AAM, which was filed with the SEC on May 2, 2024. Additional information regarding the identity of participants, and their
direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement when it is filed with the SEC. To the extent holdings of AAM’s securities
by its directors or executive officers change from the amounts set forth in the Proxy Statement, such changes will be reflected on Initial Statements of Beneficial Ownership
on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC by AAM. These documents may be obtained free of charge from the SEC's website at
www.sec.gov and AAM’s website at https://www.aam.com/investors.
No Offer or Solicitation
This presentation 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.
Non-GAAP Financial Information
This presentation refers to certain financial measures, including Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Earnings per Share, Adjusted Free Cash Flow, Net
Debt, Net Leverage Ratio and Liquidity that are not required by, or presented in accordance with, accounting principles generally accepted in the United States, or GAAP.
These measures are presented to provide additional useful measurements to review AAM’s operations, provide transparency to investors and enable period-to-period
comparability of financial performance. These non-GAAP measures should not be considered a substitute for any GAAP measure. Additionally non-GAAP financial
measures as presented by AAM may not be comparable to similarly titled measures reported by other companies. |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1062231/000110465925013565/tm256415d2_defa14aimg026.jpg)
| Additional Disclosures
26
Quantified Financial Benefits Statement
This presentation contains statements of estimated cost savings and synergies arising from the Combination (together, the “Quantified Financial Benefits Statements”).
Statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a
result, the cost savings and synergies referred to in the Quantified Financial Benefits Statement may not be achieved, may be achieved later or sooner than estimated, or
those achieved could be materially different from those estimated. No statement in the Quantified Financial Benefits Statement, or this presentation generally, should be
construed as a profit forecast or interpreted to mean that the combined company’s earnings in the first full year following the date on which the Combination becomes
effective, or in any subsequent period, would necessarily match or be greater than or be less than those of AAM or Dowlais for the relevant preceding financial period or any
other period. For the purposes of Rule 28 of the Code, the Quantified Financial Benefits Statement contained in this presentation is the responsibility of AAM and the AAM
Directors.
A copy of the Quantified Financial Benefits Statements, the bases of belief, principal assumptions and sources of information in respect of any quantified financial benefits
statement are set out in appendix 6 of the Rule 2.7 announcement made by AAM and Dowlais on January 29, 2025. |
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| Additional Disclosures
27
Profit forecasts and estimates
The statements in this presentation setting out targets for Adjusted EBITDA and Adjusted free cash flow of AAM for FY25 (together, the “AAM FY25 Profit Forecast”) constitute profit
forecasts of AAM for the purposes of Rule 28.1(a) of the UK Takeover Code (Takeover Code). The UK Takeover Panel has granted AAM a dispensation from the requirement to include
reports from reporting accountants and AAM’s financial advisers in relation to the FY25 Profit Forecast because it is an ordinary course profit forecast and Dowlais has agreed to the
dispensation.
Other than the AAM FY25 Profit Forecast, nothing in this presentation (including any statement of estimated cost savings or synergies) is intended, or is to be construed, as a profit
forecast or profit estimate for any period or is to be interpreted to mean that earnings or earnings per share of AAM or Dowlais for the current or future financial years will necessarily
match or exceed the published earnings or earnings per share of AAM or Dowlais, as appropriate.
AAM directors’ confirmations
In accordance with Rule 28.1(c)(i) of the Takeover Code, the AAM directors confirm that, as at the date of this presentation, the AAM FY25 Profit Forecast is valid and has been properly
compiled on the basis of the assumptions stated below and that the basis of accounting used is consistent with AAM's accounting policies.
Basis of preparation
The AAM FY25 Profit Forecast is based on AAM’s current internal forecast for the period up to 31 December 2025, using economic assumptions as at 14 February 2025. The basis of
accounting used for the AAM FY25 Profit Forecast is consistent with AAM’s existing accounting policies, which: (i) are in accordance with U.S. GAAP; (ii) were applied in the preparation
of the AAM’s financial statements for the year ending 31 December 2024; and (iii) are expected to be applied in the preparation of the AAM’s financial statements for the period up to 31
December 2025.
The AAM FY25 Profit Forecast has been prepared on the basis referred to above and subject to the principal assumptions set out below. The AAM FY25 Profit Forecast is inherently
uncertain and there can be no guarantee that any of the factors referred to under "Principal assumptions" below will not occur and/or, if they do, their effect on AAM’s results of operations,
financial condition, or financial performance, may be material. The AAM FY25 Profit Forecast should therefore be read in this context and construed accordingly. |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1062231/000110465925013565/tm256415d2_defa14aimg028.jpg)
| Additional Disclosures
28
Principal assumptions
a) Factors outside the influence or control of the AAM Directors:
i. there will be no material change to macroeconomic, political, inflationary, regulatory or legal conditions in the markets or regions in which AAM operates;
ii. there will be no material change in current US interest rates, economic growth (GDP), inflation expectations or foreign exchange rates compared with AAM’s estimates;
iii. there will be no material change in accounting standards;
iv. there will be no material change in market conditions in relation to customer demand or the competitive environment;
v. there will be no material litigation or regulatory investigations, or material unexpected developments in any existing litigation or regulatory investigation, in relation to any of AAM’s
operations, products or services; and
vi. there will be no business disruptions that materially affect AAM, its customers, operations, supply chain or labour supply, including natural disasters, acts of terrorism, cyber-attack
and/or technological issues.
b) Factors within the influence or control of the AAM Directors:
i. there will be no material acquisitions, disposals, distribution partnerships, joint ventures or other commercial agreements, other than those already assumed within the forecast;
ii. there will be no material change in the existing operational strategy of AAM;
iii. there will be no material changes in AAM's accounting policies and/or the application thereof;
iv. there are no material strategic investments or capital expenditure in addition to those already planned; and
v. there will be no material change in the management or control of AAM.
Publication on website
A copy of this presentation will be made available (subject to certain disclaimers) on AAM’s website (at https://www.aam.com/investors) by no later than 12 noon London time on the business
day following the date of this presentation. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms
part of, this presentation. |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1062231/000110465925013565/tm256415d2_defa14aimg029.jpg)
| Reconciliation of Non-GAAP Measures
29
In addition to the results reported in accordance with accounting principles generally accepted in the
United States of America (GAAP) included within this presentation, we have provided certain
information, which includes non-GAAP financial measures. Such information is reconciled to its
closest GAAP measure in accordance with Securities and Exchange Commission rules and is
included in the following slides.
Certain of the forward-looking financial measures included in this earnings release are provided on a
non-GAAP basis. A reconciliation of non-GAAP forward-looking financial measures to the most
directly comparable forward-looking financial measures calculated and presented in accordance
with GAAP has been provided. The amounts in these reconciliations are based on our current
estimates and actual results may differ materially from these forward-looking estimates for many
reasons, including potential event driven transactional and other non-core operating items and their
related effects in any future period, the magnitude of which may be significant. |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1062231/000110465925013565/tm256415d2_defa14aimg030.jpg)
| Supplemental Data*
30
*Please refer to definition of Non-GAAP measures.
2024 2023 2024 2023
Net income (loss) $ (13.7) $ (19.1) $ 35.0 $ (33.6)
Interest expense 43.9 50.2 186.0 201.7
Income tax expense 6.8 5.8 27.8 9.1
Depreciation and amortization 115.4 121.4 469.7 487.2
EBITDA 152.4 158.3 718.5 664.4
Restructuring and acquisition-related costs 8.3 9.0 18.0 25.2
Debt refinancing and redemption costs 0.1 1.0 0.6 1.3
Impairment charge - - 12.0 -
Loss (gain) on equity securities - (0.1) 0.1 1.1
Pension curtailment and settlement charges - 1.3 - 1.3
Adjusted EBITDA $ 160.8 $ 169.5 $ 749.2 $ 693.3
Sales 1,380.8 1,463.0 6,124.9 6,079.5
as a % of net sales 11.6% 11.6% 12.2% 11.4%
EBITDA and Adjusted EBITDA Reconciliation
($ in millions)
Three Months Ended Twelve Months Ended
December 31, December 31, |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1062231/000110465925013565/tm256415d2_defa14aimg031.jpg)
| Supplemental Data*
31
*Please refer to definition of Non-GAAP measures.
Last Twelve
Months Ended
March 31, June 30, September 30, December 31, December 31,
2024 2024 2024 2024 2024
Net income (loss) $ 20.5 $ 18.2 $ 10.0 $ (13.7) $ 35.0
Interest expense 49.0 47.9 45.2 43.9 186.0
Income tax expense (benefit) 15.9 17.2 (12.1) 6.8 27.8
Depreciation and amortization 117.8 119.6 116.9 115.4 469.7
EBITDA 203.2 202.9 160.0 152.4 718.5
Restructuring and acquisition-related costs 2.5 5.0 2.2 8.3 18.0
Debt refinancing and redemption costs - 0.3 0.2 0.1 0.6
Impairment charge - - 12.0 - 12.0
Loss (gain) on equity securities (0.1) 0.2 - - 0.1
Adjusted EBITDA $ 205.6 $ 208.4 $ 174.4 $ 160.8 $ 749.2
Sales 1,606.9 1,632.3 1,504.9 1,380.8 6,124.9
as a % of net sales 12.8% 12.8% 11.6% 11.6% 12.2%
EBITDA and Adjusted EBITDA for the Last Twelve Months Ended December 31, 2024
($ in millions)
Quarter Ended |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1062231/000110465925013565/tm256415d2_defa14aimg032.jpg)
| Supplemental Data*
32
*Please refer to definition of Non-GAAP measures.
2024 2023 2024 2023
Diluted earnings (loss) per share $ (0.12) $ (0.16) $ 0.29 $ (0.29)
Restructuring and acquisition-related costs 0.07 0.07 0.14 0.22
Debt refinancing and redemption costs - 0.01 0.01 0.01
Impairment charge - - 0.10 -
Loss on equity securities - - - 0.01
Pension curtailment and settlement charges - 0.01 - 0.01
Tax effect of adjustments (0.01) (0.02) (0.03) (0.05)
Adjusted earnings (loss) per share $ (0.06) $ (0.09) $ 0.51 $ (0.09)
Adjusted Earnings (Loss) Per Share Reconciliation
Three Months Ended Twelve Months Ended
December 31, December 31, |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1062231/000110465925013565/tm256415d2_defa14aimg033.jpg)
| Supplemental Data*
33
*Please refer to definition of Non-GAAP measures.
2024 2023 2024 2023
Net cash provided by operating activities $ 151.2 $ 52.9 $ 455.4 $ 396.1
Less: Capital expenditures net of proceeds from the sale of property, plant and
equipment and from government grants (77.6) (55.9) (242.0) (193.7)
Free cash flow 73.6 (3.0) 213.4 202.4
Cash payments for restructuring and acquisition-related costs 5.6 7.5 16.9 23.6
Insurance proceeds related to Malvern fire, net - - - (7.0)
Adjusted free cash flow $ 79.2 $ 4.5 $ 230.3 $ 219.0
Free Cash Flow and Adjusted Free Cash Flow Reconciliation
($ in millions)
Three Months Ended Twelve Months Ended
Decemeber 31, Decemeber 31, |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1062231/000110465925013565/tm256415d2_defa14aimg034.jpg)
| Supplemental Data*
34
*Please refer to definition of Non-GAAP measures.
December 31,
2024
Current portion of long term debt $ 47.9
Long-term debt, net 2,576.9
Total debt, net 2,624.8
Less: Cash and cash equivalents 552.9
Net debt at end of period 2,071.9
Adjusted LTM EBITDA $ 749.2
Net Leverage Ratio 2.8x
Net Debt and Net Leverage Ratio
($ in millions) |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1062231/000110465925013565/tm256415d2_defa14aimg035.jpg)
| Supplemental Data*
35
*Please refer to definition of Non-GAAP measures.
2024 2023 2024 2023
Segment Sales
Driveline $ 979.6 $ 1,015.2 $ 4,253.3 $ 4,176.7
Metal Forming 520.6 576.2 2,414.3 2,454.3
Total Sales 1,500.2 1,591.4 6,667.6 6,631.0
Intersegment Sales (119.4) (128.4) (542.7) (551.5)
Net External Sales $ 1,380.8 $ 1,463.0 $ 6,124.9 $ 6,079.5
Segment Adjusted EBITDA
Driveline $ 133.3 $ 140.1 $ 578.2 $ 543.6
Metal Forming 27.5 29.4 171.0 149.7
Total Segment Adjusted EBITDA $ 160.8 $ 169.5 $ 749.2 $ 693.3
Segment Financial Information
($ in millions)
December 31,
Three Months Ended Twelve Months Ended
December 31, |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1062231/000110465925013565/tm256415d2_defa14aimg036.jpg)
| Supplemental Data*
36
*Please refer to definition of Non-GAAP measures.
In accordance with Rule 28.1(c)(i) of the Takeover Code, the AAM directors confirm that, as at the date of this presentation, the AAM FY25 Profit Forecast is valid and has been properly compiled on
the basis of the assumptions stated in the attached appendix and that the basis of accounting used is consistent with AAM's accounting policies.
Full Year 2025 Financial Outlook
($ in millions)
Low End High End
Net Income $ 25 $ 60
Interest expense 170 180
Income tax expense 15 30
Depreciation and amortization 465 465
Full year 2025 targeted EBITDA 675 735
Restructuring costs 25 25
Full year 2025 targeted Adjusted EBITDA $ 700 $ 760
Adjusted EBITDA
Low End High End
Net cash provided by operating activities $ 475 $ 505
Capital expenditures net of proceeds from the sale of property,
plant and equipment
(300) (300)
Full year 2025 targeted Free Cash Flow 175 205
Cash payments for restructuring costs 25 25
Full year 2025 targeted Adjusted Free Cash Flow $ 200 $ 230
Adjusted Free Cash Flow |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1062231/000110465925013565/tm256415d2_defa14aimg037.jpg)
| Supplemental Data*
Source: Dowlais’ public filings or derived therefrom. 37
Dowlais Adjusted EBITDA and Adjusted Free Cash Flow Calculation Detail
in £MM
2023
Net cash from operating activities £239
Capital expenditures net of proceeds from the sale of property, plant and equipment (262)
Dividends received from equity accounted investments 63
Interest received 5
Free Cash Flow 45
De-merger costs 48
Restructuring outflows 70
Adjusted Free Cash Flow £163
2023
Purchase of property, plant and equipment -£279
Proceeds from disposal of property, plant and equipment and intangible assets 33
Purchase of computer software and capitalized development costs (16)
Capital expenditures net of proceeds from the sale of property, plant and equipment -£262 |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1062231/000110465925013565/tm256415d2_defa14aimg038.jpg)
| Definition of Non-GAAP Measures
38
EBITDA and Adjusted EBITDA
We define EBITDA to be earnings before interest expense, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding the impact of restructuring and acquisition-related costs, debt
refinancing and redemption costs, gains or losses on equity securities, pension curtailment and settlement charges, impairment charges and non-recurring items. We believe that EBITDA and Adjusted EBITDA are
meaningful measures of performance as they are commonly utilized by management and investors to analyze operating performance and entity valuation. Our management, the investment community and the banking
institutions routinely use EBITDA and Adjusted EBITDA, together with other measures, to measure our operating performance relative to other Tier 1 automotive suppliers. We also use Segment Adjusted EBITDA as the
measure of earnings to assess the performance of each segment and determine the resources to be allocated to the segments. EBITDA and Adjusted EBITDA are also key metrics used in our calculation of incentive
compensation. EBITDA and Adjusted EBITDA should not be construed as income from operations, net income or cash flow from operating activities as determined under GAAP. Other companies may calculate EBITDA
and Adjusted EBITDA differently.
Adjusted Earnings (Loss) Per Share
We define Adjusted earnings (loss) per share to be diluted earnings (loss) per share excluding the impact of restructuring and acquisition-related costs, debt refinancing and redemption costs, gains or losses on equity
securities, pension curtailment and settlement charges, impairment charges and non-recurring items, including the tax effect thereon. We believe Adjusted earnings (loss) per share is a meaningful measure as it is commonly
utilized by management and investors in assessing ongoing financial performance that provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of
core operating performance and which may obscure underlying business results and trends. Other companies may calculate Adjusted earnings (loss) per share differently.
Free Cash Flow and Adjusted Free Cash Flow
We define free cash flow to be net cash provided by operating activities less capital expenditures net of proceeds from the sale of property, plant and equipment and government grants. Adjusted free cash flow is defined as
free cash flow excluding the impact of cash payments for restructuring and acquisition-related costs and cash payments related to the Malvern fire, including payments for capital expenditures, net of recoveries. We believe
free cash flow and Adjusted free cash flow are meaningful measures as they are commonly utilized by management and investors to assess our ability to generate cash flow from business operations to repay debt and return
capital to our stockholders. Free cash flow and Adjusted free cash flow are also key metrics used in our calculation of incentive compensation. Other companies may calculate free cash flow and Adjusted free cash flow
differently.
Net Debt and Net Leverage Ratio
We define net debt to be total debt, net less cash and cash equivalents. We define Net Leverage Ratio to be net debt divided by the trailing 12 months of Adjusted EBITDA. We believe that Net Leverage Ratio is a
meaningful measure of financial condition as it is commonly used by management, investors and creditors to assess capital structure risk. Other companies may calculate Net Leverage Ratio differently.
Liquidity
We define Liquidity as cash on hand plus amounts available on our revolving credit facility and non-U.S. credit facilities. |
Forward-Looking Statements
In this presentation, American Axle &
Manufacturing Holdings, Inc. (“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 ability
of AAM and Dowlais to consummate AAM’s business combination with Dowlais (the “Business 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 United States Securities and Exchange Commission (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.
Additional Information
This
presentation may be deemed to be solicitation material in respect of the Business Combination, including the issuance of AAM’s
shares of common stock in respect of the Business Combination. In connection with the foregoing proposed issuance of AAM’s shares
of common stock, AAM expects to file a proxy statement on Schedule 14A (together with any amendments and supplements thereto, the “Proxy
Statement”) with the SEC. To the extent the Business Combination is effected as a scheme of arrangement under English law, the
issuance of AAM’s shares of common stock in connection with the Business Combination would not be expected to require registration
under the U.S. Securities Act of 1933, as amended (the “Securities Act”), pursuant to an exemption provided by Section 3(a)(10) under
the Securities Act. In the event that AAM exercises its right to elect to implement the Business Combination by way of a takeover offer
(as defined in the UK Companies Act 2006) or otherwise determines to conduct the Business Combination in a manner that is not exempt
from the registration requirements of the Securities Act, AAM expects to file a registration statement with the SEC containing a prospectus
with respect to the AAM’s shares that would be issued in the Business Combination. INVESTORS AND SHAREHOLDERS ARE URGED TO READ
THE PROXY STATEMENT, THE SCHEME DOCUMENT, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED BY AAM WITH THE SEC OR INCORPORATED BY REFERENCE
IN THE PROXY STATEMENT (IF ANY) CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AAM, THE BUSINESS
COMBINATION AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies of the Proxy Statement, the scheme document,
and other documents filed by AAM with the SEC at the SEC’s website at http://www.sec.gov.
In addition, investors and shareholders will be able to obtain free copies of the Proxy Statement, the scheme document, and other documents
filed by AAM with the SEC at https://www.aam.com/investors.
Participants in the Solicitation
AAM
and its directors, executive officers and certain other members of management and employees will be participants in the solicitation
of proxies from AAM’s shareholders in respect of the Business Combination, including the proposed issuance of AAM’s shares
of common stock in connection with the Business Combination. Information regarding AAM’s directors and executive officers is contained
in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 16,
2024, the definitive proxy statement on Schedule 14A for AAM’s 2024 annual meeting of stockholders, which was filed with the SEC
on March 21, 2024 and the Current Report on Form 8-K of AAM, which was filed with the SEC on May 2, 2024. Additional information
regarding the identity of participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth
in the Proxy Statement when it is filed with the SEC. To the extent holdings of AAM’s securities by its directors or executive
officers change from the amounts set forth in the Proxy Statement, such changes will be reflected on Initial Statements of Beneficial
Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC by AAM. These documents may be obtained
free of charge from the SEC's website at www.sec.gov and AAM’s website at https://www.aam.com/investors.
No Offer or Solicitation
This presentation 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.
Non-GAAP Financial Information
This presentation refers to certain financial
measures, including Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Earnings per Share, Adjusted Free Cash Flow, Net Debt, Net Leverage
Ratio and Liquidity that are not required by, or presented in accordance with, accounting principles generally accepted in the United
States, or GAAP. These measures are presented to provide additional useful measurements to review AAM’s operations, provide transparency
to investors and enable period-to-period comparability of financial performance. These non-GAAP measures should not be considered a substitute
for any GAAP measure. Additionally, non-GAAP financial measures as presented by AAM may not be comparable to similarly titled measures
reported by other companies.
Quantified Financial Benefits Statement
This presentation contains statements of estimated
cost savings and synergies arising from the Business Combination (together, the “Quantified Financial Benefits Statements”).
Statements of estimated cost savings and synergies
relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost
savings and synergies referred to in the Quantified Financial Benefits Statement may not be achieved, may be achieved later or sooner
than estimated, or those achieved could be materially different from those estimated. No statement in the Quantified Financial Benefits
Statement, or this presentation generally, should be construed as a profit forecast or interpreted to mean that the combined company’s
earnings in the first full year following the date on which the Business Combination becomes effective, or in any subsequent period, would
necessarily match or be greater than or be less than those of AAM or Dowlais for the relevant preceding financial period or any other
period. For the purposes of Rule 28 of the Code, the Quantified Financial Benefits Statement contained in this presentation is the
responsibility of AAM and the AAM board of directors.
A copy of the Quantified Financial Benefits Statements,
the bases of belief, principal assumptions and sources of information in respect of any quantified financial benefits statement are set
out in appendix 6 of the Rule 2.7 announcement made by AAM and Dowlais on January 29, 2025.
Profit Forecasts and Estimates
The statements in this presentation setting out
targets for Adjusted EBITDA and Adjusted free cash flow of AAM for FY25 (together, the “AAM FY25 Profit Forecast”) constitute
profit forecasts of AAM for the purposes of Rule 28.1(a) of the UK Takeover Code (the “Code”). The UK Takeover Panel
has granted AAM a dispensation from the
requirement to include reports from reporting accountants and AAM’s financial advisers in
relation to the FY25 Profit Forecast because it is an ordinary course profit forecast, and Dowlais has agreed to the dispensation.
Other than the AAM FY25 Profit Forecast, nothing
in this presentation (including any statement of estimated cost savings or synergies) is intended, or is to be construed, as a profit
forecast or profit estimate for any period or is to be interpreted to mean that earnings or earnings per share of AAM or Dowlais for the
current or future financial years will necessarily match or exceed the published earnings or earnings per share of AAM or Dowlais, as
appropriate.
AAM Directors’ Confirmation
In accordance with Rule 28.1(c)(i) of
the Code, the AAM board of directors confirms that, as at the date of this presentation, the AAM FY25 Profit Forecast is valid and has
been properly compiled on the basis of the assumptions stated in AAM’s RNS announcement on or around the date of this presentation
and that the basis of accounting used is consistent with AAM’s accounting policies.
Publication on Website
A
copy of this presentation will be made available (subject to certain disclaimers) on AAM’s website (at https://www.aam.com/investors)
by no later than 12 noon London time on the business day following the date of this presentation. Neither the contents of this website
nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this presentation.
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