Slaughter and May is advising Dowlais Group plc (“Dowlais”), the specialist engineering group focused on the automotive sector, on its recommended cash and share combination with US-listed American Axle & Manufacturing Holdings, Inc. (“AAM”), to be effected by means of a court-sanctioned scheme of arrangement.
Under the terms of the offer, Dowlais shareholders will be entitled to receive 0.0863 new AAM shares, 42 pence in cash and up to 2.8 pence in the form of dividends to be paid prior to completion. Dowlais shareholders will own approximately 49% of AAM from completion. The offer values Dowlais at approximately £1.16 billion.
The transaction is conditional on, amongst other things, antitrust approvals in Europe, the USA, China, Brazil and Mexico, and approvals from Dowlais and AAM shareholders. The transaction is expected to complete during 2025.
Slaughter and May is working closely with Cravath Swaine & Moore LLP on US matters, Dowlais’ General Counsel & Company Secretary, John Nicholson, and Deputy Company Secretary, Julie McLeod.