AAM Offer for Dowlais Group plc

IMPORTANT INFORMATION – OFFER FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF DOWLAIS GROUP PLC ("DOWLAIS”) BY AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. ("AAM”) (THE "OFFER")

PLEASE READ THIS NOTICE CAREFULLY – IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBPAGE AND, DEPENDING ON WHO YOU ARE AND WHERE YOU LIVE, IT MAY AFFECT YOUR RIGHTS. PLEASE NOTE THAT THIS NOTICE AND THE INFORMATION CONTAINED IN IT MAY BE ALTERED OR UPDATED FROM TIME TO TIME AND SHOULD BE READ IN FULL EACH TIME YOU VISIT THE SITE. IN ADDITION, THE CONTENTS OF THIS WEBPAGE MAY BE AMENDED AT ANY TIME IN WHOLE OR IN PART AT THE SOLE DISCRETION OF AAM.

ACCESS TO THE MATERIALS CONTAINED IN THIS SECTION OF THE WEBSITE (THE "MICROSITE") MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT OR LOCATED IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THE MICROSITE. IF YOU ARE UNABLE OR HAVE ANY DOUBT AS TO WHETHER YOU ARE ABLE TO PROVIDE THE NECESSARY CONFIRMATION, YOU SHOULD PRESS 'DECLINE', AND YOU WILL NOT BE ABLE TO VIEW INFORMATION ABOUT THE OFFER PERIOD AND THE OFFER.

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS RESIDENT OR LOCATED IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH AAM REGARDS AS UNDULY ONEROUS OR MAY RESULT IN A SIGNIFICANT RISK OF CIVIL, REGULATORY OR CRIMINAL EXPOSURE IF INFORMATION CONCERNING THE OFFER IS SENT OR MADE AVAILABLE TO PERSONS IN THAT JURISDICTION (A "RESTRICTED JURISDICTION"). UNLESS OTHERWISE DETERMINED BY AAM AND PERMITTED BY APPLICABLE LAW AND REGULATION, IT IS NOT INTENDED THAT THESE MATERIALS BE ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN ANY RESTRICTED JURISDICTION.

The information contained on this Microsite does not constitute or form part of any offer or invitation, or solicitation of any offer or invitation, to sell or otherwise dispose of, purchase, otherwise acquire or subscribe for, any securities pursuant to any offer or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful.

The Offer will be made solely by means of a scheme document or offer document containing the full terms and conditions of such offer to be published by AAM or Dowlais (as applicable) in due course. Any decision made in relation to any such offer should be made solely on the basis of the information provided in such document.

Electronic versions of the materials you are seeking to access are being made available on this Microsite by AAM in good faith, for information purposes only and subject to the terms and conditions set out below.

Basis of access

The information contained on this Microsite is in respect of the offer period in relation to Dowlais and the Offer.

The information contained in this Microsite is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by AAM.

Responsibility

The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither AAM nor any of its affiliated companies has, or accepts, any responsibility or duty to update any such information, document or announcement. AAM reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.

In relation to any document, announcement or information contained on the Microsite, save as expressly set out in that document, announcement or information, the only responsibility accepted by the directors of AAM ("Responsible Persons") is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

None of the Responsible Persons, AAM or any of its affiliated companies have reviewed, and none of them is or shall be responsible for, or accepts any liability in respect of, any information contained on any other website that may be linked to this Microsite by a third party.

If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended from time to time) or, if you are located outside the United Kingdom ("UK"), from an appropriately authorised independent financial adviser.

Overseas persons

The information contained in the Microsite is not being, and must not be, released or otherwise forwarded, published, distributed or sent, in whole or in part, directly or indirectly, in or into or from a Restricted Jurisdiction, and the availability of such information (and any related offer) to shareholders who are resident in, or citizens or nationals of, jurisdictions outside of the UK or the United States ("US"), or to agents, nominees, custodians or trustees for such persons, may be restricted by the laws or regulations of the relevant jurisdictions. Persons receiving such documents (including custodians, nominees and trustees) should observe these restrictions and must not distribute or send them, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction. Failure to observe such restrictions and/or requirements may constitute a violation of the securities laws or regulations of any such jurisdiction.

Viewing the materials you seek to access may be unlawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials. 

If they are not resident in, or a citizen or national of, a Restricted Jurisdiction, any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction.

If you are not permitted to view materials on this Microsite, please exit this Microsite. Should you be in any doubt about whether you are permitted to view materials on this Microsite, you should not access this Microsite and you should take independent legal advice. To the fullest extent permitted by applicable law, neither AAM nor its advisers accepts responsibility for any violation by any person of these restrictions and disclaim any responsibility or liability for the violations of any such restrictions by any person.

The information contained in this Microsite may not be downloaded, forwarded, copied, transmitted or shared with any other person either in whole or in part where to do so would or may constitute a breach of any applicable local laws or regulations.

If you are not permitted to view the information contained in this Microsite, or viewing such information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to view such information, please exit this web page or click the ‘Decline’ button below and seek independent legal advice. It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. Neither AAM nor any of its respective advisers assumes any responsibility for any violation by any person of any of these restrictions.

Important information for US investors

The Offer relates to the securities of a UK company and is subject to UK disclosure requirements and practices, which are different from those of the US tender offer rules. The financial information included in certain documents contained in this Microsite, if any, may have been prepared in accordance with non-US accounting standards, and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

It may be difficult for US holders of Dowlais’ shares to enforce their rights and claims arising out of the US federal securities laws since Dowlais is located in a country other than the US and some or all of its officers and directors may be residents of a country other than the US. US holders of Dowlais’ shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to the jurisdiction or judgment of a US court.

The materials contained in this Microsite do not constitute an offer of securities for sale in the US. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, in whole or in part, directly or indirectly, in or into or from, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, any country in which such offer may not be made.

Neither the US Securities and Exchange Commission (the “SEC”) nor any US state securities commission has approved or disapproved any offer or passed comment upon the fairness, adequacy or accuracy of any of the information contained in this Microsite. Any representation to the contrary is a criminal offence in the US.

Solicitation

Certain documents contained in this Microsite may be deemed to be solicitation material in respect of the Offer, including in relation the issuance of the new AAM shares in respect of the Offer (the “New AAM Shares”). In connection with the foregoing proposed issuance of the New AAM Shares, AAM expects to file a proxy statement. To the extent the Offer is effected as a scheme of arrangement under English law, the issuance of the New AAM Shares in connection with the Offer would not be expected to require registration under the US Securities Act of 1933 (as amended from time to time, and the rules and regulations promulgated thereunder) (the “US Securities Act”), pursuant to an exemption provided by Section 3(a)(10) under the US Securities Act. In the event that AAM exercises its right to elect to implement the Offer by way of a takeover offer (as defined in Chapter 3 of Part 28 of the Companies Act) or otherwise determines to conduct the Offer in a manner that is not exempt from the registration requirements of the US Securities Act, AAM expects to file a registration statement with the SEC containing a prospectus with respect to the New AAM Shares that would be issued in connection with the Offer. Investors and shareholders are urged to read the AAM proxy statement, the scheme document, and other relevant documents filed or to be filed with the SEC or incorporated by reference in the AAM proxy statement (if any) carefully when they become available because they will contain important information about AAM, the Offer and related matters. Investors and shareholders will be able to obtain free copies of the AAM 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 AAM proxy statement, the scheme document, and other documents filed by AAM with the SEC through this Microsite.

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 Offer, including the proposed issuance of New AAM Shares. Information regarding AAM’s directors and executive officers is contained in the Annual Report on Form 10-K for the fiscal year ended 31 December 2023 of AAM, which was filed with the SEC on 16 February 2024, the definitive proxy statement on Schedule 14A for the 2024 annual meeting of stockholders of AAM, which was filed with the SEC on 21 March 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 AAM proxy statement relating to the Offer 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 AAM 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. These documents may be obtained free of charge from the SEC’s website at www.sec.gov and on this Microsite.

Forward-looking statements

This Microsite may contain certain forward-looking statements with respect to the financial condition, results of operations and business of AAM and its subsidiaries and subsidiary undertakings (the “AAM Subsidiaries”) and Dowlais (the “Dowlais Subsidiaries”) and its subsidiaries and subsidiary undertakings and certain plans and objectives with respect to them. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. The words "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could" and similar expressions, among others, generally identify forward-looking statements. 

These forward-looking statements (including those relating to the consummation of the Offer and the anticipated benefits of it) are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Such risks and uncertainties include negative effects relating to announcement of any offer or the completion of any offer on the market price of AAM’s and/or Dowlais’ shares, significant transaction costs and/or unknown liabilities, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business combinations or disposals and competitive developments. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.

These forward-looking statements are based on numerous assumptions and assessments made in light of AAM’s experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. The factors described in the context of such forward-looking statements in this Microsite could cause a potential offeror’s plans with respect to Dowlais, and Dowlais’ and the Dowlais Subsidiaries’ (and/or, as relevant, AAM’s and the AAM Subsidiaries’) actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document or announcement reproduced on this Microsite. AAM expressly disclaims any obligation or undertaking to update or revise any forward-looking statements as a result of subsequent events or developments, except as required by applicable law.

Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for AAM or Dowlais as appropriate.

This notice shall be governed by and interpreted in accordance with the laws of England and Wales.

Confirmation of understanding and acceptance of disclaimer

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If you are not able to give these confirmations, you should click on ‘DECLINE’ below.

 

AMERICAN AXLE & MANUFACTURING

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