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 ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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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 under §240.14a-12

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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):

☐

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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You are cordially invited to a Special Meeting (the “Special Meeting”) of the stockholders (“AAM Stockholders”) of American Axle & Manufacturing Holdings, Inc., a Delaware corporation (“AAM”), to be held virtually on July 15, 2025, at 8:00 a.m., Eastern Time, at https://meetnow.global/MVZWHGV.

On January 29, 2025, AAM issued an announcement pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers (the “Offer Announcement”), disclosing the terms of a recommended offer (the “Offer”) by AAM to acquire the entire issued and to be issued share capital of Dowlais Group plc (“Dowlais”), a public limited company incorporated in England and Wales (the “Combination”). The board of directors of AAM believes that the Combination has compelling strategic rationale and represents an attractive opportunity to create a larger, diversified global manufacturer that will be well-positioned for long-term profitable growth, value-enhancing investments and sustainable capital returns, will generate significant value for both sets of shareholders, and will have the following characteristics:

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a leading, innovative global driveline and metal forming supplier with significant size and scale;

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an increasingly propulsion-agnostic portfolio of products across a broader range of automotive segments supporting internal combustion engine, hybrid and electric powertrains;

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a diversified customer base with expanded and balanced geographic presence;

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the opportunity to deliver significant cost synergies of approximately $300 million;

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high margins, with strong earnings accretion, cash flow and balance sheet; and

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an experienced and blended management and leadership team, with a proven track record of restructuring, integration and operational excellence.

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Recent global events have further highlighted the attractiveness of the Combination, which will create a stronger business that is resilient across customers, geographies and products, resulting in the combined group of companies following consummation of the Combination being better positioned to navigate and succeed in an increasingly dynamic automotive industry and macroeconomic environment.

In connection with the Combination, on January 29, 2025, AAM and Dowlais entered into a Co-operation Agreement (the “Co-operation Agreement”). Under the terms of the Offer, shareholders of Dowlais (“Dowlais Shareholders”) will be entitled to receive, for each ordinary share of 1 pence each in the capital of Dowlais (each, a “Dowlais Share” and, collectively, the “Dowlais Shares”) held by such shareholder, 42 pence per share in cash and 0.0863 new shares of common stock of the AAM, par value $0.01 per share (“AAM Common Stock,” and each share thereof, an “AAM Share” and, collectively, the “AAM Shares”). AAM intends to seek a secondary listing of the AAM Shares, including the New AAM Shares, on the London Stock Exchange to provide flexibility for shareholders to hold UK-listed AAM Shares following consummation of the Combination. A mix and match facility will also be made available to Dowlais Shareholders in order to enable them to elect, subject to off-setting elections, to vary the proportions in which they receive cash and AAM Shares in respect of their holdings in Dowlais Shares. In addition to the consideration payable in connection with the Combination, Dowlais Shareholders will be entitled to receive the payment of a final cash dividend by Dowlais of up to 2.8 pence for each Dowlais Share to be paid (subject to the approval of the board of directors of Dowlais) in line with Dowlais’ ordinary course 2024 financial year dividend calendar without any reduction of the consideration payable under the terms of the Combination (such dividend, the “FY24 Final Dividend”). The consideration payable to Dowlais Shareholders pursuant to the Combination is also subject to certain Consideration Adjustments as defined and described in more detail in the section of the enclosed proxy statement entitled “Information About the

 

 

Combination — Consideration Adjustments.” The Combination is expected to be effected by means of a court-sanctioned scheme of arrangement between Dowlais and Dowlais Shareholders under Part 26 of the UK Companies Act 2006, as amended, although AAM reserves the right to elect to implement the Combination by way of a takeover offer, subject to the terms of the Co-operation Agreement and the consent of the UK Panel on Takeovers and Mergers (if required). The terms of the Combination (including the FY24 Final Dividend) represent a total implied value of 85.2 pence per Dowlais Share and value the entire issued and to be issued ordinary share capital of Dowlais at approximately £1.16 billion on a fully diluted basis, based on the closing share price of $5.82 for each AAM Share and £/US$ exchange rate of 1.2434 on January 28, 2025 (being the close of business on the last business day before the date of the Offer Announcement). As of May 28, 2025, the last practicable date prior to the date of the accompanying proxy statement, the terms of the Combination (including the FY24 Final Dividend) represent a total implied value of 73.3 pence per Dowlais Share, based on the closing share price of $4.45 for each AAM Share and £/US$ exchange rate of $1.3471 per £1.00. AAM expects to issue approximately 117,000,000 AAM Shares in connection with the Combination (such AAM Shares to be issued pursuant to the Offer, the “New AAM Shares”), and upon the closing of the Combination, AAM Stockholders and Dowlais Shareholders would be expected to own approximately 51% and 49%, respectively, of AAM. The New AAM Shares will be authorized for listing on the New York Stock Exchange (the “NYSE”), subject to official notice of issuance.

AAM will hold a Special Meeting of AAM Stockholders in connection with the proposed issuance of New AAM Shares representing the stock consideration in the Combination. At the Special Meeting, you will be asked to consider and vote on (1) a proposal (the “Charter Amendment Proposal”) to amend AAM’s Amended and Restated Certificate of Incorporation (the “AAM Charter”) to increase the number of authorized AAM Shares from 150,000,000 AAM Shares to 375,000,000 AAM Shares (the “Charter Amendment”), (2) a proposal (the “Share Issuance Proposal”) to approve the proposed issuance of New AAM Shares representing the stock consideration in the Combination (the “Share Issuance”) and (3) a proposal (the “Adjournment Proposal”) to adjourn the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of such adjournment to approve the Charter Amendment Proposal or the Share Issuance Proposal.

After careful consideration, the Board of Directors of AAM (the “AAM Board”) has determined that the Combination is in the best interests of AAM and AAM Stockholders and has unanimously authorized and approved the Charter Amendment and the Share Issuance. The AAM Board therefore recommends that you vote “FOR” the Charter Amendment Proposal, “FOR” the Share Issuance Proposal and “FOR” the Adjournment Proposal.

The enclosed proxy statement provides detailed information about the Special Meeting, the Combination, the Charter Amendment and the Share Issuance. A copy of the Offer Announcement is attached as Annex I to the proxy statement, a copy of the Co-operation Agreement is attached as Annex II to the proxy statement and a copy of the Charter Amendment is attached as Annex III to the proxy statement. The proxy statement also describes the determinations of the AAM Board in connection with its evaluation of the Combination, the Charter Amendment and the Share Issuance. We encourage you to read the proxy statement and its annexes carefully and in their entirety. Before deciding how to vote, you should consider the section titled “Risk Factors.” You may also obtain more information about AAM from documents we file with the U.S. Securities and Exchange Commission from time to time as described under the section titled “Where You Can Find More Information.”

Your vote is very important.

The Combination cannot be implemented unless both the Charter Amendment Proposal and the Share Issuance Proposal are approved. Approval of the Charter Amendment Proposal requires the affirmative vote of the holders of a majority in voting power of the AAM Shares entitled to vote thereon at the Special Meeting. Approval of the Share Issuance Proposal requires the affirmative vote of the holders of a majority in voting power of the AAM Shares present in person or represented by proxy at the Special Meeting and entitled to vote on the Share Issuance Proposal, provided that a quorum is present. Approval of the Adjournment Proposal, which is not a condition to the Combination, requires the affirmative vote of the holders of a majority in voting power of the AAM Shares present in person or represented by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal, provided that a quorum is present. Whether or not you plan to attend the Special Meeting, and regardless of the number of AAM Shares you own, you are requested to promptly vote your

 

 

shares by completing, signing and dating the enclosed proxy card or voting instruction form and returning it in the postage-paid envelope provided, or by voting over the telephone or via the internet as instructed in these materials. If you sign, date and mail your proxy card without indicating how you wish to vote, your vote will be counted as a vote “FOR” each of the proposals described above. If you attend the Special Meeting and vote, your vote will revoke any proxy that you have previously submitted. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions provided by that institution to vote your shares.

On behalf of AAM, I thank you for your support and appreciate your consideration of this important matter.

Sincerely,

/s/ David C. Dauch

David C. Dauch
Chairman of the Board & Chief Executive Officer

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the transactions described in this document, including the Combination, the Charter Amendment and the Share Issuance, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is not intended to, and does not, constitute or form part of any offer to sell or subscribe for, or any invitation to purchase or subscribe for, or the solicitation of any vote or approval in any jurisdiction pursuant to an offer or otherwise, nor will there be any sale, issuance or transfer of securities in any jurisdiction in violation of applicable law. The accompanying proxy statement does not constitute a prospectus or prospectus equivalent document.

The accompanying proxy statement is dated June 2, 2025 and, together with the enclosed form of proxy card, is first being mailed to AAM Stockholders on or about June 10, 2025.

 

 

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on July 15, 2025
8:00 a.m., Eastern Time
https://meetnow.global/MVZWHGV

A Special Meeting (the “Special Meeting”) of the stockholders of American Axle & Manufacturing Holdings, Inc. (the “AAM Stockholders”), a Delaware corporation (“AAM”), will be held virtually on July 15, 2025, at 8:00 a.m., Eastern Time, at https://meetnow.global/MVZWHGV, for the following purposes:

1.

To approve the proposed amendment (the “Charter Amendment”) to AAM’s Amended and Restated Certificate of Incorporation (the “AAM Charter”) to increase the number of authorized shares of AAM common stock, par value $0.01 per share (“AAM Common Stock,” and each share thereof, an “AAM Share” and, collectively, the “AAM Shares”), from 150,000,000 AAM Shares to 375,000,000 AAM Shares (the “Charter Amendment Proposal”);

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2.

To approve the proposed issuance of AAM Shares (the “Share Issuance”) to the shareholders of Dowlais Group plc (“Dowlais”), a public limited company incorporated in England and Wales, representing the stock consideration in the proposed acquisition by AAM of the entire issued and to be issued share capital of Dowlais (the “Combination”). Pursuant to the Combination, the shareholders of Dowlais (“Dowlais Shareholders”) will be entitled to receive, for each ordinary share of 1 pence each in the capital of Dowlais (each, a “Dowlais Share” and, collectively, the “Dowlais Shares”) held by such shareholder, 42 pence per share in cash and 0.0863 new AAM Shares, resulting in the issuance of approximately 117,000,000 new AAM Shares, following which Dowlais Shareholders will own approximately 49% of AAM’s fully diluted common stock, based on AAM’s and Dowlais’ fully diluted outstanding share capital as of May 28, 2025 (the “Share Issuance Proposal”); and

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3.

To adjourn the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of such adjournment to approve the Charter Amendment Proposal or the Share Issuance Proposal (the “Adjournment Proposal”).

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After careful consideration, the Board of Directors of AAM (the “AAM Board”) has determined that the Combination is in the best interests of AAM and AAM Stockholders and has unanimously authorized and approved the Charter Amendment and the Share Issuance. The AAM Board therefore recommends that you vote “FOR” the Charter Amendment Proposal, “FOR” the Share Issuance Proposal and “FOR” the Adjournment Proposal.

You are encouraged to read the accompanying proxy materials carefully and in their entirety and submit your proxy as soon as possible so that your shares can be voted at the Special Meeting in accordance with your instructions. You have a choice of submitting your proxy by Internet, by telephone or by mail.

The Special Meeting will be held in a virtual format and conducted solely online via live webcast, which AAM believes provides the opportunity for participation by a broader group of stockholders. AAM Stockholders will be able to listen, vote and submit questions from their home or any location with internet connectivity. Online access to the webcast will open approximately 15 minutes prior to the start of the Special Meeting.

Only holders of record of AAM Shares as of the close of business on June 9, 2025, the “Record Date” for the Special Meeting, are entitled to notice of and to vote at the Special Meeting or any adjournment or postponement thereof by accessing https://www.envisionreports.com/AXL-SPC and entering the 15-digit control number on the enclosed proxy card. A proxy statement containing important information about the Special Meeting and the matters being voted upon appears on the following pages.

If you are a beneficial owner of AAM Shares as of the Record Date (i.e., you hold your shares in “street name” through an intermediary, such as a bank or broker), you must register in advance to virtually attend the Special Meeting and any adjournment or postponement of the Special Meeting. To register, you must obtain a legal proxy, executed in your favor, from the holder of record and submit proof of your

 

 

legal proxy, reflecting the number of AAM Shares you held as of the Record Date, along with your name and email address, to Computershare by mail at Computershare, Legal Proxy, P.O. Box 43001, Providence, Rhode Island 02940-3001. Please forward the email from your broker or attach an image of your legal proxy to legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on July 9, 2025. You will then receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the Special Meeting, go to https://meetnow.global/MVZWHGV and enter your control number.

If you are attending the meeting as a stockholder of record or registered beneficial owner, questions can be submitted by accessing the meeting center at https://meetnow.global/MVZWHGV, entering your control number and clicking on the Q&A icon on the right side of the page. Enter your question in the box and click send. To submit questions in advance of the Special Meeting and any adjournment or postponement of the Special Meeting, visit https://www.envisionreports.com/AXL-SPC and enter the 15-digit control number on the enclosed proxy card.

Even if you plan to attend the Special Meeting or any adjournment or postponement of the Special Meeting, we encourage you to vote your shares in advance online, by phone or by mail, to ensure that your vote will be represented. Voting online or by phone is fast, convenient, and enables your vote to be immediately confirmed and tabulated, which helps AAM reduce postage and proxy tabulation costs. To vote online prior to the meeting, visit https://www.envisionreports.com/AXL-SPC. You will be asked to provide the control number from the enclosed proxy card.

For more detailed information, see the section of this proxy statement entitled “The Special Meeting.”

Your vote is very important, regardless of the number of AAM Shares that you own. Approval of the Charter Amendment Proposal requires the affirmative vote of the holders of a majority in voting power of the AAM Shares entitled to vote thereon at the Special Meeting. Approval of the Share Issuance Proposal requires the affirmative vote of the holders of a majority in voting power of the AAM Shares present in person or represented by proxy at the Special Meeting and entitled to vote on the Share Issuance Proposal, provided that a quorum is present. Approval of the Adjournment Proposal, which is not a condition to the Combination, requires the affirmative vote of the holders of a majority in voting power of the AAM Shares present in person or represented by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal, provided that a quorum is present. AAM Stockholders who hold shares representing a majority in voting power of the AAM Shares issued and outstanding and entitled to vote at the Special Meeting, present in person or represented by proxy, will constitute a quorum for the transaction of business at the Special Meeting. Whether or not you plan to attend the Special Meeting, please vote as soon as possible to ensure that your shares are represented and voted at the Special Meeting.

By Order of the Board of Directors,

/s/ Matthew K. Paroly

Matthew K. Paroly
Vice President, General Counsel & Secretary
June 2, 2025

 

 

IMPORTANT VOTING INSTRUCTIONS

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, AAM URGES YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE, (2) VIA THE INTERNET OR (3) BY SIGNING AND RETURNING THE ENCLOSED PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before the Special Meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions provided by that institution to vote your shares, revoke your proxy or change your vote.

AAM urges you to read the proxy statement, including all documents incorporated by reference into the proxy statement, and its annexes carefully and in their entirety.

If you are an AAM Stockholder and have any questions concerning the Combination or the proxy statement, would like additional copies of the proxy statement, need to obtain proxy cards or need help voting, please contact AAM’s Investor Relations Department by email at investorrelations@aam.com or by mail at One Dauch Drive, Detroit, Michigan 48211-1198. You may also contact Sodali & Co, AAM’s proxy solicitor:

Sodali & Co
430 Park Ave, 14th Floor, New York, NY 10022
(800) 662-5200 (Toll-Free in North America)
+1 (212) 300 2470 (Outside North America)
Email: AXL@info.sodali.com

To receive timely delivery of requested documents in advance of the Special Meeting, you should make your request no later than July 7, 2025. You will not be charged for any of these documents that you request.

For additional information about documents incorporated by reference into this proxy statement, please see the section titled “Where You Can Find More Information.”

 

 

TABLE OF CONTENTS

 

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QUESTIONS AND ANSWERS

The following are some questions that you, as an AAM Stockholder, may have about the Combination, the Charter Amendment, the Share Issuance or the Special Meeting, as applicable, and brief answers to those questions. These questions and answers may not address all questions that may be important to you as an AAM Stockholder. We encourage you to read carefully the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement, and the documents we incorporate by reference in this proxy statement. You may obtain the documents and information incorporated by reference into this proxy statement without charge by following the instructions under the section titled “Where You Can Find More Information.”

Q:

Why am I receiving this proxy statement?

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A:

We are sending this proxy statement and the enclosed proxy card to you in connection with the solicitation of proxies to be voted at a Special Meeting of AAM Stockholders. As an AAM Stockholder, you are invited to attend the virtual Special Meeting and are entitled and requested to vote on the proposals described in this proxy statement.

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Q:

When and where is the Special Meeting?

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A:

The Special Meeting will be held virtually on July 15, 2025, starting at 8:00 a.m., Eastern Time, unless adjourned or postponed to a later date, to consider and vote on each of the proposals described below. This proxy statement for the Special Meeting is first being mailed to AAM Stockholders on or about June 10, 2025.

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Q:

Who is entitled to vote at the Special Meeting?

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A:

Holders of AAM Shares as of the close of business on June 9, 2025, the “Record Date” for the Special Meeting, are eligible to vote at the Special Meeting.

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As of May 27, 2025, there were 118,662,478 AAM Shares outstanding. Holders of AAM Shares will vote as a single class on all matters described in this proxy statement for which your vote is being solicited. Each AAM Share is entitled to one vote on each proposal.

Registered Stockholders.   If, as of the Record Date, AAM Shares are registered directly in your name with AAM’s transfer agent, you are considered the stockholder of record with respect to those shares, and the proxy solicitation materials are provided to you directly by AAM. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote at the Special Meeting.

Street Name Stockholders.   If, as of the Record Date, AAM Shares are held on your behalf in a brokerage account or by a broker, bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and AAM’s proxy solicitation materials were forwarded to you by your broker, bank or other nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. You are also invited to attend the Special Meeting and vote your AAM Shares at the Special Meeting by following the voting instructions provided by your broker, bank or other nominee on your proxy solicitation materials or the instructions that accompanied your proxy materials to attend the Special Meeting. If you request a printed copy of the proxy materials by mail, your broker, bank or other nominee will provide a voting instruction form for you to use.

Q:

What is the purpose of the Special Meeting?

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A:

On January 29, 2025, we issued the Offer Announcement pursuant to Rule 2.7 of the Takeover Code, disclosing the terms of our Offer to acquire the entire issued and to be issued share capital of Dowlais. Under the terms of the Offer, Dowlais Shareholders will be entitled to receive, for each Dowlais Share held by such shareholder, 42 pence per share in cash and 0.0863 New AAM Shares. AAM intends to seek a secondary listing of the AAM Shares, including the New AAM Shares, on the LSE to

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provide flexibility for shareholders to hold UK-listed AAM Shares following consummation of the Combination. A mix and match facility will also be made available to Dowlais Shareholders in order to enable them to elect, subject to off-setting elections, to vary the proportions in which they receive cash and New AAM Shares in respect of their holdings in Dowlais Shares. In addition to the consideration payable in connection with the Combination, Dowlais Shareholders will be entitled to receive the payment of the FY24 Final Dividend by Dowlais of up to 2.8 pence for each Dowlais Share to be paid (subject to the approval of the Dowlais Board) in line with Dowlais’ ordinary course 2024 financial year dividend calendar without any reduction of the consideration payable under the terms of the Combination. The consideration payable to Dowlais Shareholders pursuant to the Combination is subject to certain Consideration Adjustments as described in more detail in the section of this proxy statement entitled “Information About the Combination — Consideration Adjustments.” The Combination is expected to be effected by means of a court-sanctioned scheme of arrangement between Dowlais and Dowlais Shareholders under Part 26 of the Companies Act, although AAM reserves the right to elect to implement the Combination by way of a takeover offer, subject to the terms of the Co-operation Agreement. We expect that upon the closing of the Combination, AAM Stockholders and Dowlais Shareholders would own approximately 51% and 49%, respectively, of AAM. The New AAM Shares will be authorized for listing on the NYSE, subject to official notice of issuance.

As of May 27, 2025, there were 118,662,478 AAM Shares outstanding. It is expected that approximately 117,000,000 New AAM Shares will be issued to Dowlais Shareholders in connection with the Combination, resulting in a requirement that at least approximately 235,662,478 AAM Shares be authorized for issuance. The AAM Charter currently authorizes for issuance 150,000,000 AAM Shares, which is not sufficient to consummate the Combination.

The AAM Board believes that increasing the number of authorized AAM Shares to 375,000,000 shares as contemplated by the Charter Amendment is required to issue the New AAM Shares required by the terms of the Combination, as well as to have available for issuance from time to time — without (except as required by applicable law or the NYSE rules) further action or authorization by AAM Stockholders — as needed for such corporate purposes as may be determined by the AAM Board. Specifically, the AAM Board believes that an additional 225,000,000 AAM Shares should be authorized for issuance in order to provide the Combined Group with the ability to consummate the Combination and flexibility for the Combined Group to raise equity and honor commitments to issue equity, including: (1) raising capital, if Combined Group has an appropriate opportunity, through offerings of AAM Shares or securities that are convertible into or exchangeable for AAM Shares; (2) exchanges of AAM Common Stock or securities that are convertible into or exchangeable for AAM Shares for other outstanding securities; (3) providing equity incentives to employees, officers, directors, consultants or advisors; (4) expanding the Combined Group’s business through the acquisition of other businesses or assets; (5) stock splits, dividends, and similar transactions; and (6) other purposes. The additional AAM Shares authorized pursuant to the Charter Amendment would be part of the existing class of AAM Common Stock and, if issued, would have the same rights and privileges as the AAM Shares presently issued and outstanding.

Additionally, because AAM Shares are listed on the NYSE, we are subject to the listing requirements of the NYSE, and Section 312.03(c)(1) of the NYSE Listed Company Manual requires stockholder approval prior to the issuance of common stock in any transaction if the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of the common stock. The New AAM Shares to be issued to Dowlais Shareholders as the stock consideration in the Combination will represent voting power in excess of 20% of the total voting power outstanding before the Share Issuance. Therefore, under Section 312.03(c)(1) of the NYSE Listed Company Manual, approval by AAM Stockholders of the Share Issuance is required.

Accordingly, AAM will hold a Special Meeting of AAM Stockholders in connection with the Charter Amendment and the Share Issuance. At the Special Meeting, AAM Stockholders will be asked to consider and vote on proposals to approve the Charter Amendment and the Share Issuance, as well as a proposal to adjourn the Special Meeting to a later date or time, if necessary or appropriate, to solicit

 

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additional proxies in the event there are insufficient votes at the time of such adjournment to approve the Charter Amendment Proposal or the Share Issuance Proposal, in each case, as further described below.

Q:

What am I being asked to vote on?

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A:

You will be voting on three proposals:

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A proposal to approve the Charter Amendment to increase the number of authorized AAM Shares, from 150,000,000 AAM Shares to 375,000,000 AAM Shares (the “Charter Amendment Proposal”).

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A proposal to approve the Share Issuance to Dowlais Shareholders as the stock consideration in the Combination. Pursuant to the Combination, Dowlais Shareholders will be entitled to receive, for each Dowlais Share held by such shareholder, 42 pence per share in cash and 0.0863 new AAM Shares, resulting in the issuance of approximately 117,000,000 New AAM Shares, following which Dowlais Shareholders will own approximately 49% of AAM’s fully diluted common stock, based on AAM’s and Dowlais’ fully diluted outstanding share capital as of May 28, 2025 (the “Share Issuance Proposal”).

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•

A proposal to adjourn the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of such adjournment to approve the Charter Amendment Proposal or the Share Issuance Proposal (the “Adjournment Proposal”).

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Q:

Are proxies being solicited from Dowlais Shareholders?

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A:

Only proxies from AAM Stockholders are being solicited through this proxy statement. We are not soliciting any proxies or votes from Dowlais Shareholders through this proxy statement. If you are a Dowlais Shareholder and are not an AAM Stockholder, you should not treat this proxy statement as a solicitation of your proxy, vote or support on any matter. If you are both an AAM Stockholder and a Dowlais Shareholder, you should treat this proxy statement as soliciting only your proxy with respect to the AAM Shares held by you and should not treat it as an offer or invitation to subscribe or purchase AAM Shares or as a solicitation of your proxy, vote or support on any matter with respect to your Dowlais Shares.

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Q:

Is AAM Stockholder approval of the Charter Amendment Proposal and the Share Issuance Proposal required to complete the Combination?

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A:

Yes. AAM Stockholder approval of the Charter Amendment Proposal and the Share Issuance Proposal are conditions to the closing of the Combination; therefore, approval of the Charter Amendment Proposal and the Share Issuance Proposal is required for us to complete the Combination. AAM Stockholders will not have a separate opportunity to consider and vote upon the transactions contemplated in connection with the Combination. Approval of the Adjournment Proposal is not required to complete, nor is it a condition to the closing of, the Combination.

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Q:

What will AAM provide Dowlais Shareholders for their Dowlais Shares if the Combination is completed?

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A:

Dowlais Shareholders will be entitled to receive, for each Dowlais Share held by such shareholder, 42 pence per share in cash and 0.0863 new AAM Shares, resulting in the issuance of approximately 117,000,000 New AAM Shares. A mix and match facility will also be made available to Dowlais Shareholders in order to enable them to elect, subject to off-setting elections, to vary the proportions in which they receive cash and New AAM Shares in respect of their holdings in Dowlais Shares. In addition to the consideration payable in connection with the Combination, Dowlais Shareholders will be entitled to receive the payment of the FY24 Final Dividend by Dowlais of up to 2.8 pence for each Dowlais Share to be paid (subject to the approval of the Dowlais Board) in line with Dowlais’ ordinary course 2024 financial year dividend calendar without any reduction of the consideration payable under the terms of the Combination. The terms of the Combination (including the FY24 Final Dividend) represent a total implied value of 85.2 pence per Dowlais Share and value the entire issued and to be

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15

 

issued ordinary share capital of Dowlais at approximately £1.16 billion on a fully diluted basis, based on the closing share price of $5.82 for each AAM Share and £/US$ exchange rate of 1.2434 on January 28, 2025 (being the close of business on the last business day before the date of the Offer Announcement). No change will be made to the exchange ratio if the market price of AAM Shares or Dowlais Shares changes before the closing of the Combination, or if the exchange rate changes before the closing of the Combination. As a result, the Dollar-denominated value of the stock consideration will fluctuate with the market value of AAM Shares and the exchange rate.

Fractions of AAM Shares will not be allotted to Dowlais Shareholders. Instead, all fractional shares which a Dowlais Shareholder would otherwise be entitled to receive will be aggregated and calculations will be rounded down, and such holder will receive, in lieu of such fractional entitlements, cash in an amount (rounded down to the nearest penny) equal to such fractional amount multiplied by the last reported sale price of AAM Shares on the NYSE (as reported in Bloomberg or, if not reported therein, in another authoritative source selected by AAM) on the last business day prior to the Scheme of Arrangement becoming effective.

The consideration payable to Dowlais Shareholders pursuant to the Combination is subject to certain Consideration Adjustments as described in more detail in the section of this proxy statement entitled “Information About the Combination — Consideration Adjustments.”

Q:

Why is AAM making the Offer?

​

A:

We are making the Offer in order to acquire all of the issued and to be issued share capital of Dowlais. A number of strategic advantages are expected from the Combination. AAM and Dowlais are leading global tier-one automotive suppliers specializing in driveline and metal forming technologies for internal combustion, electric and hybrid vehicles. The combination of AAM and Dowlais will create a leading global manufacturer with the scale, product portfolio, technology and global diversification required to lead and innovate in a transitioning business environment. In recommending that AAM Stockholders vote in favor of the Charter Amendment Proposal and the Share Issuance Proposal, the AAM Board considered a number of factors that it believed supported its determination, as further described in the section of this proxy statement entitled “Information About the Combination — Reasons for the Combination.”

​

Q:

How does the AAM Board recommend that I vote on the Charter Amendment Proposal, the Share Issuance Proposal and the Adjournment Proposal?

​

A:

The AAM Board recommends that you vote “FOR” the Charter Amendment Proposal, “FOR” the Share Issuance Proposal and “FOR” the Adjournment Proposal.

​

Q:

What do I need to do now?

​

A:

We encourage you to read this entire proxy statement, the annexes to this proxy statement and the documents we refer to in this proxy statement carefully and consider how the Charter Amendment, the Share Issuance and related matters affect you. Then complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope, grant your proxy electronically via the Internet or by telephone, so that your shares can be voted at the Special Meeting, or vote at the Special Meeting. If you hold your shares in “street name,” please refer to the voting instruction forms provided by your broker, bank or other nominee to vote your shares.

​

Q:

What quorum is required for the Special Meeting?

​

A:

AAM Stockholders who hold shares representing a majority in voting power of the AAM Shares issued and outstanding and entitled to vote at the Special Meeting, present in person or represented by proxy, will constitute a quorum for the transaction of business at the Special Meeting. Abstentions will be treated as present at the Special Meeting for purposes of determining the presence or absence of a quorum for the transaction of all business. Banks, brokers and other nominees that hold their customers’ shares in street name may not vote their customers’ shares on “non-routine” matters without instructions from their customers. Because all of the matters to be voted on at the Special Meeting are

​

 

16

 

considered “non-routine” under the NYSE Rule 452, such organizations do not have discretion to vote on the Charter Amendment Proposal, the Share Issuance Proposal or the Adjournment Proposal with a broker non-vote. Accordingly, if you fail to provide your bank, broker or other nominee with any instructions regarding how to vote your shares with respect to the Charter Amendment Proposal, the Share Issuance Proposal and the Adjournment Proposal, your shares will not be counted as present for establishing a quorum at the Special Meeting and will not be voted on the Charter Amendment Proposal, the Share Issuance Proposal or the Adjournment Proposal. If you provide instructions to your bank, broker or other nominee which indicate how to vote your shares with respect to one Proposal but not with respect to any other Proposal, your shares will be considered present for establishing a quorum at the Special Meeting and will be considered voted with respect to any Proposal for which voting instructions have been given, and will be voted “FOR” with respect to any other Proposal.

Q:

Who will tabulate the votes?

​

A:

A representative of Computershare Trust Company, N.A., AAM’s transfer agent, will tabulate the votes and serve as our inspector of election. The inspector of election will attend the virtual meeting.

​

Q:

Will my vote be confidential?

​

A:

Yes. Your vote is confidential and will not be disclosed to our directors or employees, unless in accordance with law.

​

Q:

What vote is required in order for the Charter Amendment Proposal, the Share Issuance Proposal and the Adjournment Proposal to be approved?

​

A:

Approval of the Charter Amendment Proposal requires the affirmative vote of the holders of a majority in voting power of the AAM Shares entitled to vote thereon at the Special Meeting. Approval of the Share Issuance Proposal requires the affirmative vote of the holders of a majority in voting power of the AAM Shares present in person or represented by proxy at the Special Meeting and entitled to vote on the Share Issuance Proposal, provided that a quorum is present. Approval of the Adjournment Proposal, which is not a condition to the Combination, requires the affirmative vote of the holders of a majority in voting power of the AAM Shares present in person or represented by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal, provided that a quorum is present.

​

For each Proposal, you may vote “FOR” or “AGAINST” or “ABSTAIN.” Abstentions will have the same effect as a vote “AGAINST” each Proposal for which you vote to abstain. Shares not present at the Special Meeting will have no effect on the outcome of the vote on the Share Issuance Proposal or the Adjournment Proposal. Shares not present at the Special Meeting will have the same effect as voting “AGAINST” the Charter Amendment Proposal.

Q:

How do I vote my shares if I am a record holder?

​

A:

If you are a stockholder of record, you may vote in any of the following ways:

​

•

To vote online prior to the meeting, visit https://www.envisionreports.com/AXL-SPC. You will be asked to provide the control number from the enclosed proxy card.

​

•

To vote during the Special Meeting, visit https://meetnow.global/MVZWHGV and follow the on-screen instructions. You will be asked to provide the control number from the enclosed proxy card. To ensure that your shares are voted at the Special Meeting, the AAM Board recommends that you submit a proxy even if you plan to attend the Special Meeting.

​

•

To vote using the enclosed proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the enclosed return envelope. If you return your signed proxy card to AAM before the Special Meeting, AAM will vote your shares as you direct.

​

•

To vote by telephone, dial the toll-free telephone number located on the enclosed proxy card and follow the recorded instructions. You will be asked to provide the control number from the enclosed proxy card.

​

 

17

 

Q:

How do I vote my shares if I hold my shares in “street name” through a bank, broker or other nominee?

​

A:

If you hold your shares as a beneficial owner through a bank, broker or other nominee, you should have received instructions on how to vote your shares from your broker, bank or other nominee. Please follow their instructions carefully. You must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee to ensure your shares are voted in the way you would like at the Special Meeting. Also, if you wish to vote in person at the Special Meeting, you must request a legal proxy from the bank, broker or other nominee that holds your shares and present that proxy and proof of identification at the Special Meeting.

​

If you are a beneficial owner of AAM Shares (i.e., you held your shares in “street name” through an intermediary, such as a bank or broker) as of the Record Date, you must register in advance to virtually attend the Special Meeting and any adjournment or postponement of the Special Meeting. To register, you must obtain a legal proxy, executed in your favor, from the holder of record and submit proof of your legal proxy, reflecting the number of AAM Shares you held as of the Record Date, along with your name and email address, to Computershare by mail at Computershare, Legal Proxy, P.O. Box 43001, Providence, Rhode Island 02940-3001. Please forward the email from your broker or attach an image of your legal proxy to legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on July 9, 2025. You will then receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the Special Meeting, go to https://meetnow.global/MVZWHGV and enter your control number.

Q:

If my bank, broker or other nominee holds my shares in “street name,” will such party vote my shares for me?

​

A:

Not without your direction. Banks, brokers and other nominees that hold their customers’ shares in street name may not vote their customers’ shares on “non-routine” matters without instructions from their customers. Because all of the matters to be voted on at the Special Meeting are considered “non-routine” under the NYSE Rule 452, such organizations do not have discretion to vote on the Charter Amendment Proposal, the Share Issuance Proposal or the Adjournment Proposal with a broker non-vote. Accordingly, if you fail to provide your bank, broker or other nominee with any instructions regarding how to vote your shares with respect to the Charter Amendment Proposal, the Share Issuance Proposal and the Adjournment Proposal, your shares will not be counted as present for establishing a quorum at the Special Meeting and will not be voted on the Charter Amendment Proposal, the Share Issuance Proposal or the Adjournment Proposal. If you provide instructions to your bank, broker or other nominee which indicate how to vote your shares with respect to one Proposal but not with respect to any other Proposal, your shares will be considered present for establishing a quorum at the Special Meeting and will be considered voted with respect to any Proposal for which voting instructions have been given, and will be voted “FOR” with respect to any other Proposal.

​

Therefore, it is important that you instruct your broker, bank or other nominee on how you wish to vote your shares. You should follow the procedures provided by your broker, bank or other nominee regarding the voting of your AAM Shares.

Q:

What is a proxy?

​

A:

A proxy is your legal designation of another person, referred to as a “proxy,” to vote shares of stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your AAM Shares is called a “proxy card.” The AAM Board has designated David C. Dauch and Matthew K. Paroly, and each of them, with full power of substitution, as proxies for the Special Meeting.

​

Q:

If an AAM Stockholder of record gives a proxy, how are the shares voted?

​

A:

When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Special Meeting in accordance with the instructions of the granting AAM Stockholder

​

 

18

 

of record. If no specific instructions are given on properly executed returned proxies, however, the shares will be voted in accordance with the recommendations of the AAM Board as described above. If any matters not described in the proxy statement are properly presented at the Special Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Special Meeting is adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy instructions, as described below under “Can I revoke my proxy or change my vote?”

Q:

What happens if I do not vote or return a proxy?

​

A:

A quorum will exist at the Special Meeting only if AAM Stockholders who hold shares representing a majority in voting power of the AAM Shares issued and outstanding and entitled to vote at the Special Meeting are present in person or represented by proxy. If you fail to submit a proxy or attend the Special Meeting, your shares will not be counted as present for purposes of determining whether a quorum exists at the Special Meeting. Assuming a quorum exists, shares not present at the Special Meeting will have no effect on the outcome of the vote on the Share Issuance Proposal or the Adjournment Proposal, but shares not present at the Special Meeting will have the same effect as voting “AGAINST” the Charter Amendment Proposal.

​

Q:

What happens if I abstain?

​

A:

If you vote to abstain, whether by proxy or in person at the Special Meeting, or if you instruct your broker, bank or other nominee to vote to abstain, your abstention will have the same effect as a vote “AGAINST” each Proposal for which you vote to abstain. AAM Shares that are voted to abstain will be treated as present at the Special Meeting for purposes of determining the presence or absence of a quorum for the transaction of all business.

​

Q:

Can I revoke my proxy or change my vote?

​

A:

You may change your vote at any time prior to the vote at the Special Meeting. To revoke your proxy instructions and change your vote, you must (i) attend the Special Meeting and vote your shares in person, (ii) advise our Secretary at our principal executive offices (One Dauch Drive, Detroit, Michigan 48211-1198) in writing before the proxy holders vote your shares, (iii) deliver later dated and signed proxy instructions (which must be received prior to the Special Meeting) or (iv) vote again on a later date on the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the Special Meeting will be counted). If you hold shares in “street name,” you should refer to the instructions provided by your broker, bank or other nominee. Attendance in and of itself at the Special Meeting will not revoke a proxy. For shares you hold beneficially but not of record, you may change your vote by submitting new voting instructions to your broker or nominee or, if you have obtained a valid proxy from your broker or nominee giving you the right to vote your shares, by attending and voting at the Special Meeting.

​

Q:

If I want to attend the Special Meeting, what should I do?

​

A:

The Special Meeting will be a completely virtual meeting of AAM Stockholders, which AAM believes provides the opportunity for participation by a broader group of stockholders. AAM Stockholders of record and street name stockholders with a legal proxy from their broker, bank or other nominee will be able to attend the Special Meeting by visiting https://meetnow.global/MVZWHGV, which will allow such stockholders to vote shares electronically at the meeting.

​

AAM designed the format of the virtual Special Meeting to ensure that AAM Stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. The virtual format facilitates stockholders’ attendance and participation by enabling stockholders to participate fully and equally from any location around the world.

To participate in the Special Meeting, you will need the control number included on your proxy card or the instructions that accompanied your proxy materials. The Special Meeting webcast will begin

 

19

 

promptly at 8:00 a.m., Eastern Time, on July 15, 2025. AAM encourages you to access the meeting prior to the start time to allow ample time for the check-in procedures.

If you are a registered holder of AAM Shares (i.e., you held your shares through our transfer agent, Computershare) as of the Record Date, you do not need to register in advance to virtually attend the Special Meeting or any adjournment or postponement of the Special Meeting.

If you are a beneficial owner of AAM Shares (i.e., you held your shares in “street name” through an intermediary, such as a bank or broker) as of the Record Date, you must register in advance to virtually attend the Special Meeting and any adjournment or postponement of the Special Meeting. To register, you must obtain a legal proxy, executed in your favor, from the holder of record and submit proof of your legal proxy, reflecting the number of AAM Shares you held as of the Record Date, along with your name and email address, to Computershare by mail at Computershare, Legal Proxy, P.O. Box 43001, Providence, Rhode Island 02940-3001. Please forward the email from your broker or attach an image of your legal proxy to legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on July 9, 2025. You will then receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the Special Meeting, go to https://meetnow.global/MVZWHGV and enter your control number.

Q:

What if during the check-in time or during the meeting I have technical difficulties or trouble accessing the virtual meeting website?

​

A:

AAM will provide a toll-free technical support “help line” that can be accessed by any AAM Stockholder experiencing challenges logging into or participating in the virtual Special Meeting. If you encounter any difficulties accessing the virtual Special Meeting during the check-in or meeting time, please call the technical support line number at (888) 724-2416 (local) or +1 (781) 575-2748 (international).

​

Q:

Do any executive officers or directors of AAM have interests in the Combination, the Charter Amendment or the Share Issuance that may be different from, or in addition to, those of other AAM Stockholders?

​

A:

None of AAM’s directors or executive officers has any substantial financial interest, direct or indirect, in the Combination, the Charter Amendment or the Share Issuance, other than being a director or executive officer and an AAM Stockholder.

​

Q:

Do I have appraisal or dissenters’ rights if I vote against the proposals?

​

A:

There are no appraisal or dissenters’ rights available to AAM Stockholders with respect to any matter to be voted on at the Special Meeting.

​

Q:

What are the conditions to closing the Combination?

​

A:

The closing of the Combination is subject to the satisfaction (or, where applicable, waiver) of a number of customary conditions, including but not limited to:

​

•

approval (which is incapable of being waived by either AAM or Dowlais) by a majority in number of the Scheme Shareholders who are present and vote, either in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court) and who represent not less than 75% in value of the Dowlais Shares (or the relevant class or classes thereof) voted by those Scheme Shareholders;

​

•

the Court Meeting and any separate class meeting which may be required by the Court or any adjournment of any such meeting being held on or before the 22nd day after the scheduled date of the Court Meeting to be set out in the Scheme Document (or such later date (a) as AAM and Dowlais may agree or (b) (in a competitive situation) as may be specified by AAM with the consent of the Panel, and in each case that, if so required, the Court may allow);

​

•

approval (which is incapable of being waived by either AAM or Dowlais) of the requisite majority of the votes cast, either in person or by proxy, of the resolutions required to approve and implement the Scheme of Arrangement at the Dowlais General Meeting;

​

 

20

 

•

the Dowlais General Meeting or any adjournment of that meeting being held on or before the 22nd day after the scheduled date of the Dowlais General Meeting to be set out in the Scheme Document (or such later date (a) as AAM and Dowlais may agree or (b) (in a competitive situation) as may be specified by AAM with the consent of the Panel, and in each case that, if so required, the Court may allow);

​

•

the sanction (which is incapable of being waived by either AAM or Dowlais) of the Scheme of Arrangement by the Court (without modification or with modification on terms agreed by AAM and Dowlais) and delivery of a copy of the Court Order to the Registrar of Companies in England and Wales;

​

•

the Sanction Hearing being held on or before the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document in due course (or such later date (a) as AAM and Dowlais may agree or (b) (in a competitive situation) as may be specified by AAM with the consent of the Panel, and in each case that, if so required, the Court may allow);

​

•

the Scheme of Arrangement becoming effective by the Long Stop Date (or such later date (if any) as AAM and Dowlais may agree, with the consent of the Panel, and the Court may allow), which is incapable of being waived by either AAM or Dowlais;

​

•

approval (which is incapable of being waived by either AAM or Dowlais), by the affirmative vote of the holders of a majority in voting power of the AAM Shares entitled to vote thereon at the Special Meeting, of the Charter Amendment;

​

•

approval (which is incapable of being waived by either AAM or Dowlais) by the affirmative vote of the holders of a majority in voting power present in person or by proxy at the Special Meeting of the Share Issuance;

​

•

confirmation having been received by AAM (which is incapable of being waived by either AAM or Dowlais) that the New AAM Shares have been approved for listing, subject to official notice of issuance, on the NYSE; and

​

•

the receipt of certain required antitrust approvals, including from the European Commission and U.S. authorities as well as regulatory, foreign direct investment and other approvals, certain of which may be capable of being waived by AAM.

​

Q:

When do you expect the Combination to close?

​

A:

We are working toward closing the Combination, which we expect to close in the fourth calendar quarter of 2025. However, the exact timing of the closing of the Combination cannot be predicted because the Combination is subject to the satisfaction (or, where applicable, waiver) of a number of customary conditions, including approval of the Charter Amendment Proposal and the Share Issuance Proposal by AAM Stockholders, the approval of the Scheme of Arrangement by Dowlais Shareholders, the receipt of various regulatory approvals and the sanction of the Scheme of Arrangement by the High Court of Justice of England and Wales as further described in the section entitled “Information About the Combination — The Offer Announcement and the Scheme of Arrangement — Conditions to the Closing of the Combination.”

​

Q:

Are any AAM stockholders already committed to vote in favor of any Proposals?

​

A:

AAM currently expects AAM’s directors and executive officers to vote their AAM Shares in favor of the Proposals, but none of AAM’s directors or executive officers have entered into any agreement obligating them to do so. As of May 27, 2025, AAM directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 4,361,435 AAM Shares, representing approximately 3.7% of the AAM Shares outstanding as of such date.

​

Q:

What happens if I sell my AAM Shares before the Special Meeting?

​

A:

The Record Date for AAM Stockholders entitled to vote at the Special Meeting is earlier than the date of the Special Meeting. If you transfer your AAM Shares after the Record Date but before the

​

 

21

 

Special Meeting, you will, unless special arrangements are made to confer the voting rights with respect to such AAM Shares to the transferee, retain your right to vote at the Special Meeting.

Q:

What are the material U.S. federal income tax consequences to AAM Stockholders from the Combination?

​

A:

In connection with the Combination, AAM Stockholders will not exchange or otherwise dispose of their AAM Shares or engage in any other transaction with respect to such shares that requires the recognition of gain or loss for United States federal income tax purposes. Accordingly, AAM Stockholders will not realize gain or loss for United States federal income tax purposes in connection with the Combination with respect to their AAM Shares.

​

AAM Stockholders who, prior to the consummation of the Combination, also own Dowlais Shares generally will recognize capital gain or loss on the exchange of their Dowlais Shares for New AAM Shares pursuant to the Combination, and the cash consideration received on the disposition of Dowlais Shares may be subject to United States federal income tax as a deemed dividend to the extent that Section 304 of the Internal Revenue Code applies to the Combination. In that case, a non-U.S. AAM Stockholder who also owns Dowlais Shares may be subject to a withholding tax at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty) from the cash consideration received pursuant to the Combination unless it certifies, through certain special certification procedures (if made available by the applicable withholding agent through the brokerage network), that the cash consideration is not subject to the deemed dividend treatment of Section 304 of the Internal Revenue Code. AAM Stockholders who, prior to the consummation of the Combination, also own Dowlais Shares should review the Scheme Document for additional details regarding the application of Section 304 of the Internal Revenue Code to the Combination.

AAM has agreed to take certain steps to assist certain Dowlais Shareholders who are not tax residents in the U.S. in taking any required action as a result of the potential application of U.S. withholding tax under Section 304 of the Internal Revenue Code, including the provision of any certifications which may be required to be made by Dowlais Shareholders to certify whether or not such Dowlais Shareholders meet the requirements for exemption from U.S. deemed dividend tax (and therefore potentially not be subject to such withholding tax).

Q:

Who is paying for this proxy solicitation?

​

A:

AAM will pay the cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. We may, on request, reimburse brokerage firms and other nominees for their expenses in forwarding proxy materials to beneficial owners. In addition to soliciting proxies by mail, we expect that our directors, officers and employees may solicit proxies in person, by telephone or facsimile or by email or other electronic means. None of these individuals will receive any additional or special compensation for doing this, although we will reimburse these individuals for their reasonable out-of-pocket expenses. Sodali & Co, our proxy solicitor, will be paid a fee of up to $50,000, plus reimbursement of out-of-pocket expenses, for its proxy solicitation services.

​

Q:

What should I do if I receive more than one set of voting materials?

​

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are an AAM Stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, date, sign and return (or vote via the Internet or telephone with respect to) each proxy card and voting instruction card that you receive to ensure that all of your shares are counted.

​

Q:

What is “householding”?

​

A:

To reduce the expense of delivering duplicate proxy materials to AAM Stockholders, AAM is relying on rules of the U.S. Securities and Exchange Commission (the “SEC”) that permit us to deliver only one set of proxy materials to multiple AAM Stockholders who share an address unless we receive contrary

​

 

22

 

instructions from any AAM Stockholders at that address. This practice, known as “householding,” reduces duplicate mailings, thus saving printing and postage costs as well as natural resources. Each AAM Stockholder retains a separate right to vote on all matters presented at the Special Meeting. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent.

If you are a registered stockholder and wish to receive a separate proxy statement, we will provide these materials promptly upon written or oral request. Please request the additional copy by contacting AAM’s Investor Relations Department by email at investorrelations@aam.com or by mail at One Dauch Drive, Detroit, Michigan 48211-1198. You may also contact Sodali & Co, AAM’s proxy solicitor:

Sodali &co
430 Park Ave, 14th Floor, New York, NY 10022
(800) 662-5200 (Toll-Free in North America)
+1 (212) 300 2470 (Outside North America)
Email: AXL@info.sodali.com

If you hold your shares beneficially and wish to receive a separate proxy statement, please contact your bank or broker. If any AAM Stockholders in your household wish to receive a separate proxy statement in the future, they may contact Investor Relations, AAM, One Dauch Drive, Detroit, Michigan 48211-1198 or by email at investorrelations@aam.com. Other stockholders who have multiple accounts in their names or who share an address with other stockholders can authorize us to discontinue mailings of multiple proxy statements by contacting Investor Relations at the address and/or email address above.

Q:

Where can I find the voting results of the Special Meeting?

​

A:

AAM intends to announce preliminary voting results at the Special Meeting and publish final results in a Current Report on Form 8-K that will be filed with the SEC following the Special Meeting. All reports AAM files with the SEC are publicly available when filed — see “Where You Can Find More Information.”

​

Q:

Who can help answer my additional questions about the proposals or the other matters discussed in this proxy statement?

​

A:

If you have questions about the proposals or other matters discussed in this proxy statement, you may contact AAM’s Investor Relations Department by email at investorrelations@aam.com or by mail at One Dauch Drive, Detroit, Michigan 48211-1198. You may also contact Sodali & Co, AAM’s proxy solicitor:

​

Sodali &co
430 Park Ave, 14th Floor, New York, NY 10022
(800) 662-5200 (Toll-Free in North America)
+1 (212) 300 2470 (Outside North America)
Email: AXL@info.sodali.com

 

23

 

SELECTED KEY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA
(in thousands of Dollars)

The following tables set forth selected unaudited pro forma condensed combined financial information of the Combined Group, consisting of: (i) the unaudited pro forma condensed balance sheet of the Combined Group as of March 31, 2025, as if the Combination had been consummated on that date; and (ii) the unaudited pro forma condensed statements of income of the Combined Group for the three months ended March 31, 2025 and the year ended December 31, 2024, as if the Combination had been consummated on January 1, 2024. The unaudited pro forma financial statements are based on, and should be read in conjunction with, the following:

(i)

the historical consolidated financial statements of AAM and the related notes included in AAM’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 14, 2025, and the historical unaudited consolidated financial statements of AAM and the related notes included in AAM’s Quarterly Report on Form 10-Q for the period ended March 31, 2025, which was filed with the SEC on May 2, 2025, each of which is incorporated by reference in this proxy statement, as further described in the section of this proxy statement entitled “Where You Can Find More Information”; and

​

(ii)

the consolidated financial statements of Dowlais for the year ended December 31, 2024 and the related notes which are included in this proxy statement. See the section of this proxy statement entitled “Dowlais Financial Statements” for further information.

​

The following tables should be read in connection with the section of this proxy statement entitled “Unaudited Pro Forma Condensed Combined Financial Information”. This information is unaudited and is presented for illustrative purposes only.

Summary of Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2025

Summary of Unaudited Pro Forma Condensed Combined Statement of Income for the three months ended March 31, 2025

 

24

 

Summary of Unaudited Pro Forma Condensed Combined Statement of Income for the year ended December 31, 2024

 

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HISTORICAL AND PRO FORMA PER SHARE DATA

The table set forth below depicts the basic and diluted earnings per share, cash dividends declared per share and book value per share for (a) AAM and Dowlais on a historical basis and (b) the Combined Group on a pro forma basis. For a discussion regarding the basis of presentation, assumptions used and adjustments made in preparing the pro forma financial information presented in this proxy statement see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Dowlais’ financial statements have historically been prepared in accordance with IFRS, which differs from U.S. GAAP. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for descriptions of pro forma adjustments.

The following table should be read in connection with the section of this proxy statement entitled “Unaudited Pro Forma Condensed Combined Financial Information,” and other information included in or incorporated by reference into this proxy statement. This information is unaudited and is presented for illustrative purposes only.

 

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”). All statements other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, our objectives for future operations, and any statements of a general economic or industry specific nature, are forward-looking statements. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “continue,” “could,” “should,” “can have,” “likely,” or the negative or plural of these words and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe, based on information currently available to our management, may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the section entitled “Risk Factors” of this proxy statement. Moreover, we operate in a competitive environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

Factors Relating to the Combination, the Charter Amendment and the Share Issuance

•

the occurrence of any event, change or other circumstance that could give rise to the termination of the Co-operation Agreement;

​

•

the risk that the Combination is not completed on a timely basis or at all;

​

•

the ability to integrate Dowlais into our business successfully and the amount of time and expense spent and incurred in connection with the integration;

​

•

the substantial amount of debt we will incur to complete the acquisition of Dowlais;

​

•

the risk that we or Dowlais may be unable to obtain governmental or regulatory approvals, including antitrust approvals, required for the Combination, or that these required approvals may delay the Combination or result in the need to take curative actions or the imposition of conditions that could adversely affect the operations of the Combined Group or cause the parties to abandon the Combination;

​

•

the risk that if certain conditions or approvals are not met or obtained, we may be required to pay certain break fees under the terms of the Co-operation Agreement;

​

•

the possibility that competing offers for Dowlais may be made;

​

•

the risk that the economic benefits and other synergies that we anticipate as a result of the Combination are not fully realized or take longer to realize than expected;

​

•

the risk that certain risks and liabilities associated with the Combination have not been discovered;

​

•

the risk that the approval of Dowlais Shareholders of the Combination or the approval of AAM Stockholders of the Charter Amendment Proposal and the Share Issuance Proposal may not be obtained or that other conditions of the Combination will not be satisfied;

​

•

restrictions on our business activities under the Co-operation Agreement;

​

•

the impact of the Charter Amendment and the Share Issuance on current holders of AAM Shares, including significant dilution of their ownership and voting interests;

​

 

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•

adverse effects on the market price of AAM Shares caused by the sale of such shares held by Dowlais Shareholders following the closing of the Combination;

​

•

the risk of litigation or negative publicity related to the Combination;

​

•

changes in relevant tax and other laws or regulations;

​

•

the diversion of Company management time and attention to issues relating to the Combination and integration;

​

•

operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) occurring prior to the closing of the Combination or if the Combination is not completed;

​

•

difficulty retaining certain of our or Dowlais’ key employees as a result of the announcement or implementation of the Combination;

​

•

the scope, timing and outcome of any ongoing legal proceedings involving us or Dowlais and the impact of any such proceedings on the Combination or on our financial condition, results of operations and/or cash flows;

​

•

the possibility that costs, fees, expenses or charges that we incur in connection with the Combination are greater than expected;

​

•

changes in the economic and financial conditions of our or Dowlais’ businesses;

​

•

the effect of the Combination on our and Dowlais’ relationships with our and their respective clients, customers, vendors and personnel; and

​

•

adverse effects on the market price of AAM Shares and on our operating results because of a failure to complete the Combination.

​

Factors Relating to our Business Generally

•

global economic conditions, including the impact of inflation, recession or recessionary concerns, or slower growth in the markets in which we operate;

​

•

reduced purchases of our products by General Motors Company (“GM”), Stellantis N.V. (“Stellantis”), Ford Motor Company (“Ford”) or other customers;

​

•

a significant disruption in operations at one or more of our key manufacturing facilities;

​

•

our ability to consummate strategic initiatives and successfully integrate acquisitions and joint ventures;

​

•

our ability to attract and retain qualified personnel in key positions and functions;

​

•

risks related to a failure of our information technology systems and networks, including cloud-based applications, and risks associated with current and emerging technology threats, and damage from computer viruses, unauthorized access, cyber attacks, including increasingly sophisticated cyber attacks incorporating use of artificial intelligence, and other similar disruptions;

​

•

risks inherent in our global operations (including tariffs and the potential consequences thereof to us, our suppliers, and our customers and their suppliers, adverse changes in trade agreements, such as the United States-Mexico-Canada Agreement, compliance with customs and trade regulations, immigration policies, political stability or geopolitical conflicts, taxes and other law changes, potential disruptions of production and supply, and currency rate fluctuations);

​

•

supply shortages and the availability of natural gas or other fuel and utility sources in certain regions, labor shortages, including increased labor costs, or price increases in raw material and/or freight, utilities or other operating supplies for us or our customers as a result of pandemic or epidemic illness, geopolitical conflicts, natural disasters or otherwise;

​

•

adverse changes in laws, government regulations or market conditions affecting our products or our customers’ products; and

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•

cost or availability of financing for working capital, capital expenditures, research and development or other general corporate purposes including acquisitions, as well as our ability to comply with financial covenants.

​

We caution that the foregoing list of factors is not exhaustive. Additional factors that could cause actual results to differ materially from those expressed in the above forward-looking statements are discussed in the section entitled “Risk Factors” and in our Annual Report on Form 10-K for the year ended December 31, 2024, and other reports we have filed with the SEC since December 31, 2024, which are incorporated by reference herein. See the section entitled “Where You Can Find More Information” for more information about the documents incorporated by reference into this proxy statement.

All of our forward-looking statements should be considered in light of these factors. There may be additional risks that neither we nor Dowlais presently know or that we and Dowlais currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide our expectations, plans or forecasts of future events and views as of the date of this proxy statement. We anticipate that subsequent events and developments will cause our assessments to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, except as may be required under applicable securities laws and regulations. These forward-looking statements should not be relied upon as representing our or Dowlais’ assessments as of any date subsequent to the date of this proxy statement. Any forward-looking statements in this proxy statement are not guarantees of future performance, and actual results, developments and business decisions may differ from those contemplated by those forward-looking statements, possibly materially. Accordingly, you should not place undue reliance on any such forward-looking statements.

 

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CURRENCIES

In this proxy statement, unless otherwise specified or the context otherwise requires:

•

“Pound Sterling,” “Pounds,” “£,” “Pence” or “p” each refer to the lawful currency of the United Kingdom; and

​

•

“U.S. Dollars,” “Dollars,” “$” or “U.S.$” each refer to the lawful currency of the United States.

​

We publish our financial statements in U.S. Dollars and Dowlais publishes its financial statements in Pound Sterling. See the section of this proxy statement entitled “Exchange Rate Information” for additional information regarding the exchange rates between Pound Sterling and U.S. Dollars.

 

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EXCHANGE RATE INFORMATION

The following table shows, for the periods indicated, information concerning the exchange rate between U.S. Dollars and Pound Sterling. The information in the following table is expressed in U.S. Dollars per Pound Sterling and sets forth the spot exchange rates between U.S. Dollars and Pound Sterling, as published by the Bank of England. The average rate means, (1) with respect to monthly data presented in the following table, the average of the daily closing exchange rates for each day during the month, and (2) with respect to annual data presented in the following table, the average of the daily closing exchange rates on the last day of each month during the year. The high and low rates mean, (1) with respect to monthly data presented in the following table, the highest and lowest rates, respectively, of the daily closing exchange rates for each day during the month, and (2) with respect to annual data presented in the following table, the highest and lowest rates, respectively, of the daily closing exchange rates on the last day of each month during the year. These translations should not be construed as a representation that the U.S. Dollar amounts actually represent, or could be converted into, Pound Sterling at the rates indicated.

As of May 28, 2025, the exchange rate between U.S. Dollars and Pound Sterling, based on the daily closing exchange rate as published by the Bank of England, was $1.3471 per £1.00.

 

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RISK FACTORS

In addition to the other information incorporated by reference or included in this proxy statement, including the risks identified in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 14, 2025, and the matters addressed in the section of this proxy statement entitled “Cautionary Statement Concerning Forward-Looking Statements,” you should carefully consider the following risks before deciding how to vote on the Proposals presented at the Special Meeting. The risks and uncertainties described below are not the only risks and uncertainties that we face. The risks below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements, discussed further below in the section entitled “Cautionary Statement Concerning Forward-Looking Statements.”

The risk factors specific to AAM’s and Dowlais’ businesses may also affect the Combined Group after the completion of the Combination. In addition, the business and operations of the Combined Group may heighten such risks upon closing of the Combination.

References below to “the Combined Group” mean the Combined Group following the completion of the Combination.

Risks Related to the Combination, the Charter Amendment and the Share Issuance

AAM may fail to realize the anticipated benefits and operating synergies expected from the Combination.

AAM believes that the Combination will create a leading global driveline and metal forming supplier with a comprehensive product portfolio and a diversified customer base. However, the success of the Combination will depend, in significant part, on the ability of AAM to successfully integrate Dowlais, grow the revenue of the Combined Group and realize the anticipated strategic benefits and synergies from the Combination. This growth and the anticipated benefits of the Combination may not be realized fully, or at all, or may take longer to realize than AAM expects. Actual operating, technological, strategic and revenue opportunities, if achieved at all, may be less significant than AAM expects or may take longer to achieve than anticipated. If the Combined Group is not able to achieve these objectives and realize the anticipated benefits and synergies expected from the Combination within a reasonable time, the business, results of operations and financial condition of the Combined Group could be adversely affected.

The Combination will result in significant integration costs, and AAM may not be able to integrate Dowlais into the Combined Group successfully.

The Combination involves the integration of two businesses that previously operated independently. If the parties complete the Combination, it is expected that AAM’s Chairman of the Board & Chief Executive Officer will lead the Combined Group, two directors of Dowlais are expected to join the board of directors and certain senior Dowlais executives will be invited to join the senior executive management team of the Combined Group, in roles to be confirmed. The complexity and magnitude of the integration effort associated with the Combination are substantial and require that AAM funds significant capital and operating expenses to support the integration of the combined operations. Such expenses have included significant transaction, consulting and third-party service fees. The anticipated costs of the integration effort are subject to change. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. AAM has incurred and expects to continue to incur additional operating expenses as AAM builds up internal resources or engage third-party providers while AAM integrates Dowlais following the Combination.

Additionally, the process of integrating operations could cause an interruption of, or loss of momentum in, the activities of AAM, Dowlais and the Combined Group. The diversion of management’s attention and any delays or difficulties encountered in connection with the integration of the operations, or the failure to successfully integrate the two businesses and leadership team, could have a material adverse effect on the business, financial condition and results of operations of AAM, Dowlais and the Combined Group.

AAM will incur a substantial amount of debt to complete the acquisition of Dowlais.

AAM will incur significant debt to complete the Combination, including incurring approximately $2.2 billion in additional indebtedness under the Second Amendment and the Amended and Restated

 

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Bridge Facilities, or pursuant to other permanent financing that replaces such facilities, which may include the issuance of debt securities and/or one or more senior term loan facilities. In connection with the Combination, on February 24, 2025, AAM and certain of its subsidiaries entered into the Second Amendment, pursuant to which, subject to the terms and conditions set forth therein, the lenders party thereto agreed to provide certain of AAM’s subsidiaries with: (x) incremental term loan B commitments under the Existing Credit Agreement in an aggregate amount of $843 million and (y) incremental revolving commitments in an aggregate amount of $570 million. Additionally, and in connection with the Combination, on January 29, 2025, AAM and certain of its subsidiaries entered into the Bridge Credit Agreements, and such Bridge Facilities were amended and restated on February 24, 2025, by operation of the Amended and Restated Bridge Facilities. The proceeds of the commitments provided under the Second Amendment and Amended and Restated Bridge Facilities, or of other permanent financing that replaces such facilities, which may include the issuance of debt securities and/or one or more senior term loan facilities, will be used, among other things, to finance the cash consideration payable to Dowlais Shareholders pursuant to the Combination and expenses payable in connection with the Combination (including debt refinancing costs) and to refinance certain indebtedness of Dowlais in connection with the Combination.

While AAM expects to replace the Amended and Restated Bridge Facilities with permanent financing before or after the completion of the Combination, AAM’s ability to pursue permanent financing will depend in part on global capital and credit market conditions, and AAM cannot assure that any such replacement financing will be available on terms satisfactory to AAM or at all. Additionally, if the Amended and Restated Bridge Facilities have not been previously repaid in full on or prior to the one-year anniversary of the first date on which loans are made thereunder, any loans thereunder will automatically be converted into a term loan on terms likely to be significantly less favorable to AAM. While amounts are outstanding under the Amended and Restated Bridge Facilities, the lenders party thereto may require that AAM issue notes in a Rule 144A or other private offering subject to certain terms and conditions, and to use the proceeds to repay all or a portion of the Amended and Restated Bridge Facilities.

On a Combined Group basis, we expect that, together with Dowlais, we would have approximately $4.8 billion of indebtedness, excluding $1.495 billion of undrawn commitments under our revolving credit facility. This substantial additional level of indebtedness that AAM expects to incur in connection with the Combination could have important consequences to AAM’s business, including making it more difficult to satisfy our debt obligations, increasing our vulnerability to general adverse economic and industry conditions, limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate and restricting us from pursuing certain business opportunities. Additionally, any agreements that we may enter into in connection with the pending Combination with Dowlais may contain a number of covenants that impose operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interests. Any failure to comply with covenants in the instruments governing our indebtedness could result in a default under our debt agreements and may adversely affect our ability to operate our business, our subsidiaries’ and guarantors’ ability to operate their respective businesses and our results of operations and financial condition.

The Combination may expose us to significant unanticipated liabilities relating to the operation of the Combined Group as well as material liabilities that were not discovered during our due diligence review of Dowlais.

The Combination may expose us to significant unanticipated liabilities relating to the operation of the Combined Group as well as material liabilities that were not discovered during due diligence review of Dowlais by AAM due to the limited nature of such review. These liabilities could include employment or severance-related obligations under applicable law or other benefits arrangements, legal claims, warranty or similar liabilities to customers, claims by or amounts owed to vendors and other unknown or contingent liabilities. Particularly in international jurisdictions, our acquisition of Dowlais, or any future decision to independently enter new international markets where Dowlais previously conducted business, could also expose us to tax liabilities and other amounts owed by Dowlais. In addition, even if the due diligence review identified certain risks, unexpected risks may arise, and previously known risks may materialize in an unexpected manner. The occurrence of such unforeseen or unanticipated liabilities, should they be significant, could have a material adverse effect on the Combined Group’s business, financial condition and results of operations.

 

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While the Co-operation Agreement is in effect, we are subject to restrictions on our business activities.

From the date of the Co-operation Agreement until to the closing date of the Combination, we are restricted from taking certain actions set forth in the Co-operation Agreement unless consented to by Dowlais or required by applicable law or contract as described in the Co-operation Agreement. These limitations include, among other things, certain restrictions on our ability to amend our organizational documents, to acquire other businesses and assets that would be reasonably likely to prevent or materially delay or prejudice the consummation of the Combination, to reclassify or issue AAM’s capital stock or other certain equity securities, and to pay dividends (or make any other distribution or return of capital). These restrictions could prevent us from pursuing strategic business opportunities and taking actions with respect to our business that we may consider advantageous and may, as a result, have a material adverse effect on our financial condition and results of operations.

Stockholders in the Combined Group will be exposed to additional currency exchange rate fluctuations as, following completion of the Combination, there will be an increased proportion of assets, liabilities and earnings denominated in foreign currencies.

As a result of the Combination, the financial results of the Combined Group will be more exposed to currency exchange rate fluctuations and an increased proportion of assets, liabilities and earnings will be denominated in foreign currencies. The Combined Group will present its financial statements in U.S. dollars and is expected to have a significant proportion of net assets and income in foreign currencies. The Combined Group’s financial condition and results of operation will therefore be more sensitive to movements in foreign exchange rates. A depreciation of foreign currencies relative to the U.S. dollar could have an adverse impact on the Combined Group’s financial results.

Certain Dowlais agreements may contain change of control provisions which, if not waived, could have material adverse effects on the Combined Group.

Dowlais is a party to various agreements with third parties, customer and supplier contracts and other material contracts, that may contain change of control provisions that will be triggered upon the completion of the Combination. Agreements with change of control provisions typically provide for or permit the termination of the agreement upon the occurrence of a change of control of one of the parties which can be waived by the relevant counterparties. To the extent waivers are required, the inability to obtain waivers from one or more relevant counterparties could have a material adverse effect on the Combined Group. Further, it is possible that a contractual counterparty or government agency may take a different view on the interpretation of a change in control provision to that taken by AAM, thereby resulting in a dispute.

The unaudited pro forma financial information included in this proxy statement may not be an indication of the Combined Group’s financial condition or results of operations following the Combination.

The unaudited pro forma financial information contained in the proxy statement is intended to illustrate the effect of the Combination and is for informational purposes only. The pro forma financial statements have been derived from (i) the audited consolidated financial statements of AAM for the year ended December 31, 2024 and the unaudited consolidated financial statements of AAM for the three months ended March 31, 2025, which have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and (ii) the consolidated financial statements of Dowlais for the year ended December 31, 2024, which have been prepared in accordance with IFRS Accounting Standards® (“IFRS”) as issued by the International Accounting Standards Board, each of which is incorporated by reference or included elsewhere in this proxy statement. The financial information from these Dowlais consolidated financial statements has been converted to U.S. GAAP, and has been restated using AAM’s accounting policies for the purposes of presentation in the unaudited pro forma financial information. The unaudited pro forma financial information contained in the proxy statement gives effect to the Combination and related financing, which includes adjustments for the following:

•

the conversion of Dowlais’ historical financial statements from Pound Sterling to U.S. Dollars;

​

•

certain reclassifications to conform Dowlais’ historical financial statement presentation to AAM’s presentation;

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•

the conversion of Dowlais’ historical financial statements prepared in accordance with IFRS, as issued by the International Accounting Standards Board (“IASB”), to U.S. GAAP;

​

•

application of the acquisition method of accounting under the provisions of Accounting Standards Codification 805, “Business Combinations” ​(“ASC 805”), and to reflect consideration transferred in exchange for 100% of all outstanding Dowlais Shares; and

​

•

estimated transaction and financing costs to be incurred in connection with the Combination.

​

The information upon which these adjustments and assumptions has been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with accuracy. Moreover, the pro forma financial information does not reflect all costs that are expected to be incurred by the Combined Group in connection with the Combination. For these and other reasons, the actual business, financial condition and results of operations of the Combined Group may not be consistent with, or evident from, this pro forma financial information.

The assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect the Combined Group’s business, financial condition or results of operations.

The opinion of AAM’s financial advisor will not reflect changes in circumstances between the release of the Offer Announcement and the consummation of the Combination.

The opinion rendered for the benefit of the AAM Board by J.P. Morgan was provided as of its date of delivery to the AAM Board. The opinion was based on the financial, economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of the date of the opinion and does not reflect events occurring after the date of the opinion. The AAM Board has not obtained an updated opinion as of the date of this proxy statement from J.P. Morgan, and the AAM Board does not expect to obtain an updated opinion prior to the consummation of the Combination.

Changes in the operations and prospects of AAM, general market and economic conditions and other factors that may be beyond the control of AAM, and on which such opinion was based, may have altered the value of AAM and/or Dowlais or the prices of AAM Shares and/or Dowlais Shares since the date of such opinion, or may alter such values and prices by the time the transaction is completed and, therefore, the opinion does not address the fairness, from a financial point of view, of the consideration to be paid by AAM in the proposed Combination at the time of the Special Meeting or at the closing date of the Combination. The opinion does not speak as of any date other than the date thereof. The AAM Board’s recommendation is that AAM Stockholders vote “FOR” all of the Proposals being presented at the Special Meeting. For more information, see the section of this proxy statement entitled “Information about the Combination — Opinion of J.P. Morgan” and Annex IV.

The fraction of a New AAM Share that Dowlais Shareholders will receive for each Dowlais Share in connection with the Combination will be based on a fixed exchange ratio, which will not be adjusted to reflect changes in the market value of shares of AAM Shares or Dowlais Shares prior to the consummation of the Combination.

The fraction of a New AAM Share that Dowlais Shareholders will receive as the stock consideration in the Combination for each Dowlais Share will be a fixed number based on a fixed exchange ratio (0.0863 New AAM Shares for each Dowlais Share held). This fixed exchange ratio will not adjust in the event that the market price of AAM Shares increases relative to the value of Dowlais Shares. Share price changes may result from a variety of factors, including changes in the business, operations or prospects of AAM or Dowlais, the timing of the Combination, regulatory considerations, general market and economic conditions and other factors.

The financial projections included in this proxy statement are based on various assumptions that may not be realized.

The financial projections set forth in the projections included under the section of this proxy statement entitled “Information About the Combination — Certain Unaudited Prospective Financial Information,” were based on assumptions of, and information available to, AAM management and Dowlais management, respectively, when prepared, and those estimates and assumptions are subject to significant economic,

 

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competitive, industry and other uncertainties, many of which are beyond AAM’s and/or Dowlais’ control and may not be realized. Many factors mentioned in this proxy statement, including the risks outlined in this “Risk Factors” section and the events or circumstances described under the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” will be important in determining the Combined Group’s future results. As a result of these contingencies, actual future results may vary materially from the estimates. In view of these uncertainties, the inclusion of financial estimates in this proxy statement is not and should not be viewed as a representation that the forecasted results will necessarily reflect actual future results. None of AAM, Dowlais or their respective affiliates, advisors, officers, directors, partners or representatives can give you any assurance that actual results will not differ materially from the financial projections, and none of them undertake any obligation to update or otherwise revise or reconcile the projections to reflect circumstances existing after the date the projections were generated or to reflect the occurrence of future events.

The financial estimates set forth in the forecasts included under the section in this proxy statement entitled “Information About the Combination — Certain Unaudited Prospective Financial Information,” were not prepared with a view toward public disclosure or compliance with published guidelines of any regulatory or professional body. Further, any forward-looking statement speaks only as of the date on which it is made and does not take into consideration the impact of events and circumstances occurring after such date. Neither AAM nor Dowlais undertakes any obligation, other than as required by applicable law, to update the financial estimates herein to reflect events or circumstances after the date those financial estimates were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances. None of AAM’s, Dowlais’ or any other independent accountants have compiled, examined or performed any procedures with respect to such information, nor have any independent accountants expressed any opinion or any other form of assurance on such information or achievability thereof, and, accordingly, such independent accountants assume no responsibility for, and disclaim any association with, such forward-looking financial information. The audit reports of such independent accountants included or incorporated by reference herein, as applicable, relate exclusively to the historical financial information of the entities named in those reports and do not cover any other information in this joint proxy statement and should not be read to do so. For more information, see the section of this proxy statement entitled “Information About the Combination — Certain Unaudited Prospective Financial Information.”

The complexity of the integration and transition associated with the Combination may result in AAM incurring significant costs to implement changes to AAM’s internal control over financial reporting for the Combined Group.

The additional scale of Dowlais’ operations, together with the complexity of the integration effort, including changes to or implementation of critical information technology systems, may result in AAM incurring significant costs, including management time, to integrate and implement changes to our internal control over financial reporting. In addition, we will have to train new associates and third-party providers and assume operations in jurisdictions where we have not previously had operations. We expect that the Combination may necessitate significant modifications to our internal control systems, processes and information systems, both on a transition basis and over the longer-term as we fully integrate the Combined Group. Due to the complexity of the Combination, we cannot be certain that changes to our internal control over financial reporting will be effective for any period, or implemented in an efficient manner which does not incur significant costs and management time. If we are unable to implement such changes to our internal control over financial reporting in an efficient manner, the Combined Group’s business, financial condition and results of operations and the market perception thereof may be materially adversely affected.

 

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Dowlais is not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the Combined Group may therefore incur significant costs, expenses and management time in implementing controls and procedures required to meet the standards required by Section 404 of the Sarbanes-Oxley Act. In particular, Dowlais has identified certain matters which would have been characterized as material weaknesses in Dowlais’ internal control over financial reporting that would have required disclosure pursuant to the Sarbanes-Oxley Act had Dowlais been required to report on internal control over financial reporting at the relevant time. Although these identified material weaknesses are in the process of being remediated, if Dowlais identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal control over financial reporting following the closing of the Combination, this could increase the costs, expenses and management time required for the Combined Group to meet the standards required by Section 404 of the Sarbanes-Oxley Act, and therefore adversely affect the business of the Combined Group and its share price.

Dowlais is not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act, and therefore is not required to make a formal assessment of the effectiveness of its internal control over financial reporting for that purpose. Following the closing of the Combination (subject to applicable grace periods), however, the Combined Group will be required to comply with the SEC’s rules implementing Section 404 of the Sarbanes-Oxley Act, which will require the Combined Group to provide in its annual reports on Form 10-K filed with the SEC, an annual management report on the effectiveness of the Combined Group’s internal control over financial reporting and the Combined Group’s independent registered public accounting firm to attest to the effectiveness of the Combined Group’s internal control over financial reporting. Section 302 of the Sarbanes-Oxley Act will also require the management of the Combined Group to make certifications as to the effectiveness of the Combined Group’s internal control over financial reporting.

For the purposes of the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act, a material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. In connection with the preparation of its financial statements for inclusion in this proxy statement, Dowlais identified matters in the design and operating effectiveness of its internal control over financial reporting which would likely have constituted material weaknesses for the purposes of the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act.

As of December 31, 2024, Dowlais identified material weaknesses in its control activities and monitoring related to the impact of deficiencies in the design and implementation of certain management review controls, and monitoring thereof, including the review of Dowlais’ deferred tax liability together with certain other management review controls in the financial reporting process. These deficiencies arose due to a lack of formally identified thresholds for investigation and insufficient documentation as to the judgmental thresholds used, the review comments raised and resolution of these review comments, and in the case of the review of the deferred tax liability, a lack of completeness regarding the matters considered in the review. As of the date of this proxy statement, Dowlais is in the process of remediating these deficiencies.

If Dowlais or its independent registered public accounting firm, or following the closing of the Combination, the Combined Group, or its independent registered public accounting firm, identifies additional significant deficiencies or material weaknesses in the future, fails to fully remedy the identified material weaknesses or otherwise fails to maintain an effective system of internal controls, the Combined Group may incur significant costs, expenses and management time in remediating such deficiencies or weaknesses or improving internal controls, which may adversely affect the Combined Group’s business, financial condition, results of operations and cash flows as well as investor confidence in the Combined Group and the Combined Group’s share price and ability to access capital markets.

Issuance of New AAM Shares in connection with the Combination will significantly reduce AAM Stockholders’ aggregate ownership and voting interest in the Combined Group, will result in AAM Stockholders exercising less influence over management, and may adversely affect the market price of the shares of the Combined Group following completion of the Combination.

In connection with the Share Issuance, we expect to issue 117,000,000 New AAM Shares. AAM Stockholders and Dowlais Shareholders are expected to own approximately 51% and 49%, respectively, of

 

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AAM following completion of the Combination. The issuance of New AAM Shares will significantly reduce AAM Stockholders’ ownership and voting interest in the Combined Group and, as a result, current AAM Stockholders, individually and in the aggregate, will be able to exert less influence over AAM, including with regard to its management and policies. The issuance of New AAM Shares may also result in fluctuations in the market price of the Combined Group’s shares, including a price decrease.

Even if a material adverse change to Dowlais’ business or prospects were to occur prior to closing, AAM may not be able to invoke the offer conditions and terminate the Combination.

Under the Takeover Code, and except for a limited number of conditions, such as the approval of the Share Issuance and the Charter Amendment and the Dowlais Shareholder approval (or the minimum acceptance condition if the Combination is implemented by way of a takeover offer (as defined in Chapter 3 of Part 28 of the Companies Act 2006)), AAM may invoke a condition to the Combination to cause the Combination not to proceed only if the Panel is satisfied that the circumstances giving rise to that condition not being satisfied are of material significance to AAM in the context of the Combination. Because of this Panel consent requirement, the conditions, including as to a material adverse change affecting Dowlais, may provide AAM less protection than the customary conditions in an offer for a U.S. domestic company.

The Takeover Code restricts AAM’s ability to cause Dowlais to consummate the Combination and limits the relief that AAM may obtain in the event the Dowlais Board withdraws its support of the Combination.

The Takeover Code limits the contractual commitments that may be obtained from Dowlais to take actions in furtherance of the Combination, and the Dowlais Board may, if its fiduciary duties so require, withdraw its recommendation in support for the Combination and withdraw the Scheme of Arrangement, at any time prior to the Scheme of Arrangement becoming effective. The Takeover Code does not permit Dowlais to pay any break fee to AAM if the Dowlais Board does so, nor can Dowlais be subject to any restrictions on soliciting or negotiating other offers or transactions involving Dowlais other than the restrictions that arise under the Takeover Code against undertaking actions or entering into agreements which may impact AAM’s takeover offer for Dowlais.

The Combination with Dowlais may be delayed or not occur at all for a variety of reasons, including that the Combination is subject to various closing conditions, including governmental, regulatory and shareholder approvals, as well as other uncertainties, and there can be no assurances as to whether or when it may be completed.

It is currently anticipated that the Combination will be completed in the fourth calendar quarter of 2025. The consummation of the Combination is subject to the satisfaction or waiver of certain conditions. A number of the conditions are not within our control, and it is possible that such conditions may prevent, delay or otherwise materially adversely affect the completion of the Combination. These conditions include, among others: (i) the approval of the court-sanctioned Scheme of Arrangement between Dowlais and Scheme Shareholders under Part 26 of the Companies Act 2006 by a majority in number of Scheme Shareholders who are present and voting (either in person or by proxy) and who represent not less than 75% in value of the Dowlais shares voted by those Scheme Shareholders; (ii) the Court Meeting and any separate class meeting which may be required by the Court or any adjournment of any such meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date (a) as AAM and Dowlais may agree or (b) (in a competitive situation) as may be specified by AAM with the consent of the Panel, and in each case that, if so required, the Court may allow); (iii) approval of the requisite majority of the votes cast, either in person or by proxy, of the resolutions required to approve and implement the Scheme of Arrangement at the Dowlais General Meeting; (iv) the Dowlais General Meeting or any adjournment of that meeting being held on or before the 22nd day after the scheduled date of the Dowlais General Meeting to be set out in the Scheme Document (or such later date (a) as AAM and Dowlais may agree or (b) (in a competitive situation) as may be specified by AAM with the consent of the Panel, and in each case that, if so required, the Court may allow); (v) the sanction of the Scheme of Arrangement by the Court; (vi) the Sanction Hearing being held on or before the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document (or such later date (a) as AAM and Dowlais may agree or (b) (in a competitive situation) as may be specified by AAM with the consent of the Panel, and in each case that, if so required, the Court may allow); (vii) the Scheme of

 

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Arrangement becoming unconditional and becoming effective, subject to Rule 2.7 of the Takeover Code, by no later than 11:59 p.m. on the Long Stop Date (or such later date (if any) as AAM and Dowlais may agree, with the consent of the Panel, and the Court may allow); (viii) the Charter Amendment Proposal being duly approved by the affirmative vote of the holders of a majority in voting power of the AAM Shares entitled to vote thereon at the Special Meeting; (ix) the Share Issuance Proposal being duly approved by the affirmative vote of the holders of a majority in voting power of the AAM Shares present in person or represented by proxy at the Special Meeting and entitled to vote on the Share Issuance Proposal; (x) confirmation having been received by the AAM that the New AAM Shares have been approved for listing, subject to official notice of issuance, on the NYSE; and (xi) the receipt of certain required antitrust and other regulatory approvals.

Many of the conditions to complete the Combination are not within AAM’s control, and AAM cannot predict with certainty whether and when any of the remaining required conditions will be satisfied or if another uncertainty may arise. Failure to complete the Combination within the expected timeframe or at all could adversely affect our business, results of operations, financial condition, and the market price of AAM Shares in a number of ways, including that:

•

the market price of AAM Shares may decline to the extent that the current market price reflects an assumption that the Combination will be consummated;

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•

we have incurred, and will continue to incur, significant expenses for professional services in connection with the Combination for which we will have received little or no benefit if the Combination is not consummated;

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•

we may experience negative publicity and/or reactions from our investors, associates, customers, and other business partners; and

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•

AAM may be subject to litigation related to any failure by AAM to complete the Combination or related to any enforcement proceeding commenced against AAM to perform its obligations under the Co-operation Agreement.

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For more information, see the section of this proxy statement entitled “Information About the Combination — The Offer Announcement and the Scheme of Arrangement — Conditions to the Closing of the Combination.”

AAM may waive one or more conditions to the Combination without resoliciting shareholder approval.

Certain conditions to AAM’s and Dowlais’ obligations to complete the Combination may be waived, in whole or in part, to the extent legally permissible, either unilaterally by such party or by mutual agreement of AAM and Dowlais. In the event that any such waiver does not require resolicitation of the AAM Stockholders under applicable law, the parties will have the discretion to complete the Combination without seeking further approval. The AAM Stockholders’ approval of the Charter Amendment Proposal and the Share Issuance Proposal, however, cannot be waived.

If certain conditions or approvals are not met or obtained, AAM will, subject to certain exceptions and exclusions, be required to pay a break fee under the terms of the Co-operation Agreement.

In certain circumstances, such as if the AAM Board no longer recommends the Combination or if AAM fails to hold the AAM Stockholder meeting to obtain the approvals required in connection with the Combination prior to the Long Stop Date, AAM will be required to pay a break fee of $50,000,000 to Dowlais. Furthermore, if AAM invokes (with the approval of the Panel) any regulatory condition or any regulatory conditions have not been satisfied or waived by AAM by the Long Stop Date, AAM will be required to pay a break fee of $50,000,000 to Dowlais. In addition, if AAM Stockholders do not approve the Charter Amendment Proposal and the Share Issuance Proposal and there has been no change in the recommendation of the AAM Board, AAM will be required to pay a break fee of $14,000,000 to Dowlais. If a break fee is ultimately required to be paid by AAM, the payment of such fee may have an adverse impact on AAM’s financial results.

 

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Efforts to complete the Combination could disrupt our relationships with third parties and associates, divert management’s attention, or result in negative publicity or legal proceedings.

AAM and Dowlais have expended, and continue to expend, significant management time and resources in an effort to complete the Combination, which may have a negative impact on AAM’s and Dowlais’ ongoing business, strategies and operations. Uncertainty regarding the outcome of the Combination and our future could disrupt AAM’s and Dowlais’ business relationships with their respective existing and potential customers, channel partners, service providers and other business partners, who may attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than AAM or Dowlais. Uncertainty regarding the outcome of the Combination could also adversely affect AAM’s and Dowlais’ ability to recruit and retain key personnel and other employees. The pending Combination may also result in negative publicity and a negative impression of AAM or Dowlais in the financial markets and may lead to litigation against AAM or Dowlais and their respective directors and officers. Such litigation would be distracting to management and may, in the future, require AAM or Dowlais to incur significant costs. Such litigation could result in the Combination being delayed and/or enjoined by a court of competent jurisdiction, which could prevent the Combination from being completed. The occurrence of any of these events individually or in combination could have a material and adverse effect on the business, financial condition and results of operations of AAM and Dowlais.

Risks Related to Ownership of AAM Shares

The market price and trading volume of AAM Shares may be particularly volatile in the period following the completion of the Combination, and holders of AAM Shares could lose a significant portion of their investment due to drops in the market price of AAM Shares.

The market price and trading volume of AAM Shares may be volatile following the completion of the Combination, and holders of AAM Shares may not be able to resell their AAM Shares at or above their value on the closing date of the Combination due to fluctuations in the market price, including changes in price caused by factors unrelated to the Combined Group’s operating performance or prospects.

The market price and trading volume of AAM Shares could fluctuate significantly for many reasons, including, without limitation:

•

as a result of the risk factors listed in this proxy statement;

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•

actual or anticipated fluctuations in the Combined Group’s operating results;

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for reasons unrelated to operating performance, such as reports by industry analysts, investor perceptions, or negative announcements by the Combined Group’s customers or competitors regarding their own performance;

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•

regulatory changes that could impact the Combined Group’s business; and

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general economic and industry conditions.

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In the past, following large price declines in the public market price of a company’s securities, securities class action litigation has often been initiated against that company. Litigation of this type against the Combined Group could result in substantial costs and diversion of management’s attention and resources, which could adversely affect its business, results of operations, financial condition and/or future prospects. Any adverse determination in litigation against the Combined Group could also subject it to significant liabilities.

Substantial future sales of AAM Shares or future sales by particular persons could impact the trading price of AAM Shares.

Sales of a substantial number of AAM Shares or sales AAM Shares by particular persons, or the perception that these sales might occur, could depress the market price of AAM Shares and could impair the Combined Group’s ability to raise capital through the sale of additional equity securities. For example, Dowlais Shareholders may decide to sell the New AAM Shares received by them in the Combination, rather than remain holders of New AAM Shares, which could have an adverse impact on the trading price of AAM Shares.

 

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There is currently no U.K. market for AAM Shares, notwithstanding AAM’s intention to be admitted to trading on the LSE. A U.K. market for AAM Shares may not develop, which would adversely affect the liquidity and price of AAM Shares.

There is currently no U.K. market for AAM Shares. Therefore, investors cannot benefit from information about prior market history in the U.K. market when making their decision to invest. Although AAM’s current intention is that AAM Shares will trade on the LSE (in addition to the NYSE) upon the closing of the Combination, it cannot assure investors that it will be able to successfully achieve a listing on the LSE, nor maintain it. In addition, an active U.K. trading market for AAM Shares may not develop or, if developed, may not be maintained, which would make it more difficult for investors to sell their AAM Shares. If AAM subsequently obtains a further listing on an exchange in addition to, or in lieu of, the LSE, the level of liquidity of AAM Shares on the LSE may decline.

AAM’s maintenance of two exchange listings may adversely affect liquidity in the market for AAM Shares and result in pricing differentials of AAM Shares between the two exchanges.

Trading in AAM Shares on the LSE and the NYSE will take place in different currencies (Pound Sterling on the LSE and U.S. Dollars on the NYSE) and at different times (resulting from different time zones, different trading hours and different trading days for the LSE and the NYSE). The trading prices of AAM Shares on these two exchanges may at times differ due to these and other factors. Any decrease in the price of AAM Shares on the NYSE could cause a decrease in the trading price of AAM Shares on the LSE and vice versa. Investors could seek to sell or buy AAM Shares to take advantage of any price differences between the markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both the trading prices on one exchange and AAM Shares available for trading on the other exchange.

The benefits AAM expects of the dual listing on the NYSE and the LSE, including increased liquidity, visibility among investors and access to investors who may be able to hold listed shares in the United Kingdom, but not the United States may not be realized or, if realized, may not be sustained, and the costs and additional regulatory burdens associated with a dual listing may ultimately outweigh the associated benefits.

Risks Related to AAM’s Business

You should read and consider risk factors specific to AAM’s businesses which are described in Part I, Item 1A of AAM’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 14, 2025 and in Part II, Item 1A of AAM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed with the SEC on May 2, 2025, as well as in other documents that are incorporated by reference herein. See the section of this proxy entitled “Where You Can Find More Information” for the location of information incorporated by reference in this proxy statement.

Risks Related to Dowlais’ Business

Dowlais’ business may be adversely affected by global economic and political risks and uncertainties, including tariffs and trade relations.

Dowlais operates in numerous countries and is, therefore, exposed to and potentially affected by global economic and political conditions, and events in those countries that are outside of its control. Macroeconomic conditions that impact Dowlais’ businesses include monetary policy, inflation or deflation, the availability of capital, levels of business and consumer confidence, fluctuations in commodity prices and economic growth or contraction. Other risks include global, regional or national events, such as war, political unrest or instability, and legislative or political acts of states, governments or supranational organizations, such as the imposition of tariffs, trade controls or other policy changes.

These global economic and political risks may result in a reduction of, or volatility in, demand for passenger vehicles, which in turn would affect demand for Dowlais’ products. Further, such risks may lead to a reduction in availability or increase in the costs of the raw materials, utilities, natural resources, or other goods and services Dowlais purchases, as well as a volatile trading environment and disruption in supply

 

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chains that may impact Dowlais’ operations or those of its customers or suppliers. Any of these risks and uncertainties could ultimately lead to increases in Dowlais’ cost of production, or certain product or geographic markets becoming less accessible to Dowlais, which could have a material adverse effect on Dowlais’ ability to deliver on its strategy and its results of operations and financial condition. In addition, the increased imposition of tariffs and other trade controls seen in recent months could result in increased costs of goods imported by Dowlais, or reduce demand for goods sold by Dowlais, where those goods are subject to increased or additional tariffs.

Dowlais’ business could be adversely affected by challenges and uncertainties associated with transitioning from internal combustion engine vehicle products to electric vehicle products, and by an inability to timely respond to changes in technology and market innovation.

Successfully navigating the transition to electric vehicles is core to Dowlais’ strategy. However, there remains a risk that Dowlais may be unable to maintain sufficient technological differentiation, or adapt to technological change in its key markets, particularly the major shift in the automotive markets resulting from electrification. There is a risk that parts of Dowlais’ product portfolio and technologies may over time become obsolete, uncompetitive or fail to meet market expectations, and will need to be replaced. Dowlais may also face disruptive innovation by competitors, or the development of new technologies that eliminate or reduce demand for certain products, or which give Dowlais’ competitors an advantage. These risks could result in Dowlais incurring increased costs for engineering, research and development in order to keep pace with technological innovation and an inability to effectively compete with competitors who use more efficient methods of design or manufacture. These risks may also result in a reduction in demand for Dowlais’ products, as well as damage its reputation and ability to attract and retain talent, any of which could have a material adverse effect on Dowlais’ revenue, revenue growth, or profit margins, and result in an inability to deliver on its strategy.

Dowlais’ business could be adversely affected by disruptions in its supply chain.

Dowlais operates within complex supply chains and has a large number of suppliers, some of whom are critical to its operations. Replacing suppliers in the automotive industry is a time-consuming process. Increases in the cost of materials or production may be difficult to pass on to customers and may erode margins. Dowlais is contractually responsible for the quality and delivery of the products it supplies and may not be able to pass on contractual liabilities to its suppliers. In addition, supply chain disruption could result from matters outside Dowlais’ control, such as geopolitical events, wars, epidemics, accidents or natural catastrophes. Supply chain disruption could result in production of unsafe products or products of inadequate quality, and an inability to operate Dowlais’ facilities or supply its products. Such supply chain risks may also lead to increased costs due to inflation or commercial pricing pressure, which Dowlais may not be able to pass on to its customers. Any such disruptions could have a material adverse effect on Dowlais’ ability to meet its financial performance goals and win new business, as well as its results of operations and financial condition.

Failure of key equipment, systems or other disruption at a site or production line could adversely impact Dowlais’ ability to operate its manufacturing operations and meet its customers’ operational delivery expectations.

Dowlais’ manufacturing operations and processes are complex and its customers’ delivery expectations are demanding. The failure of key equipment, systems or other disruption at a site or production line, including loss or damage to Dowlais’ plants, facilities and assets, could cause significant interruptions and an inability to operate Dowlais’ manufacturing operations. Some operations may represent a “single point of failure” due to Dowlais’ vertically integrated manufacturing structure, since such a structure involves Dowlais handling multiple stages of its products’ value chains rather than relying on external sources. In addition, Dowlais designs and manufactures products that are critical to the launch of global vehicles and other programs. Many of these products are complex and engineered specifically to meet Dowlais’ customers’ needs, which presents the risk that Dowlais may be unable to meet customer expectations and contractual requirements. This risk could therefore result in contractual claims by Dowlais’ customers for losses resulting from the unavailability or late delivery of Dowlais’ products or for delays or cancellations of program launches. Such operational delivery risks could also result in a loss of existing customers, as well as reputational damage and an adverse impact on Dowlais’ ability to win new business and deliver on its strategy.

 

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Dowlais may incur material losses and costs as a result of product recalls or field actions, product liability and warranty claims, and other disputes and claims.

As a supplier to major vehicle manufacturers and other customers, it is imperative that Dowlais’ products are safe to use and meet quality requirements. A defect in the design or manufacturing process, a failure of controls, or the inadequate performance of Dowlais’ suppliers could result in Dowlais supplying products that are unsafe or of inadequate quality. Many of Dowlais’ automotive products are considered safety critical and are the subject of vehicle safety and industry regulations.

Risks related to product quality and safety could lead to warranty and other contractual claims from customers for losses caused by the replacement or unavailability of Dowlais’ products, as well as material product liability claims from customers or third parties in the event of any death, injury or damage to people or property caused by Dowlais’ products. Additionally, Dowlais may incur costs associated with product recalls and other field service actions if Dowlais’ products need to be replaced or repaired in the field. Risks related to product quality and safety could further lead to loss of existing customers, reputational damage to Dowlais and an inability to win new business and deliver on its strategy, any of which could have a material adverse effect on Dowlais’ results of operations and financial condition.

Dowlais is party to a number of joint ventures which it does not control, including its strategically and financially important joint venture located in the People’s Republic of China (PRC) “Shanghai GKN HUAYU Driveline Systems” ​(“SDS”). Failure to manage those joint ventures successfully could adversely impact Dowlais’ business.

Dowlais operates a number of joint ventures in both its GKN Automotive and GKN Powder Metallurgy businesses. This includes the joint venture SDS, the size and profitability of which is material in the context of Dowlais as a whole. In the majority of cases, including SDS, Dowlais does not have full control of these joint ventures and therefore must rely on its contractual and other rights under the joint venture arrangements, including the right to appoint board and other management members, and contractual decision-making rights, to influence the management of the joint venture. If for any reason Dowlais’ ability to influence the management of these joint ventures were to prove to be inadequate to ensure that they are operated consistent with Dowlais’ expectations and strategic objectives, Dowlais’ business could be disrupted, which could have a material adverse effect on Dowlais’ results of operations and financial condition. Dowlais joint venture partners may change their approach to management of and engagement with these joint ventures, or may appoint new personnel to certain roles within these joint ventures, in each case without Dowlais approval. Joint ventures in certain jurisdictions may also be impacted by political uncertainty or governmental actions, which cause Dowlais’ partners to engage with them in ways Dowlais does not expect. Any dispute with a partner or partners to any of these joint ventures could have a material adverse effect on Dowlais’ results of operations and financial condition.

Dowlais’ business faces strong competition.

Dowlais operates primarily in the global automotive market, in which competition is strong and high levels of efficiency and operational excellence are required to succeed. Many of Dowlais’ customers are large, demanding organizations with significant purchasing power, who can develop and introduce competitors to put pressure on Dowlais’ pricing. Global demand for Dowlais’ products can be volatile and fluctuate significantly due to factors outside Dowlais’ control, including consumer demand and the success or failure of particular vehicle brands, platforms or name plates. As a result of the strong competition in the global automotive market, Dowlais is exposed to risks including losing business to competitors and being forced to accept lower returns to remain competitive, either of which could have a material adverse effect on Dowlais’ business and ability to deliver on its strategy. Further, the insolvency of a single large customer could have a significant impact on Dowlais’ revenue, and the merger of two or more customers could introduce additional pricing pressure. Competitive pressures could also result in unexpected significant reductions in demand for Dowlais’ products, or volatility in demand, without commercial or contractual recourse which could have a material adverse effect on Dowlais’ business, results of operations and financial condition.

A failure of Dowlais’ information technology (“IT”) networks and systems, or the impact of a cyber attack, could adversely impact Dowlais’ business and operations.

Dowlais increasingly faces the risk of cyber attacks and other information security risks. This risk is potentially enhanced by the scale and complexity of Dowlais’ operations and the “just-in-time” nature of

 

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the automotive supply chain, which relies on an inventory management system that aligns production schedules with orders for raw materials, and the increasing digital dependency and interconnected systems used in the automotive sector. This risk includes potential loss of confidentiality, integrity and availability of Dowlais’ information through malicious or accidental means, the risk of theft, fraud (including phishing) and ransomware attacks, and the inability to protect Dowlais’ technology or intellectual property as a result. Further, cyber attacks and other information security risks could lead to an inability to operate Dowlais’ business as usual due to the unavailability of IT or other systems, a loss of production resulting from unavailability of manufacturing and related systems including operational technology, an inability to meet customer and supplier contractual requirements related to information security, and resulting breach of contract claims by customers and suppliers. Any such failure of Dowlais’ IT networks or systems, loss of information or attack could have a material adverse effect on Dowlais’ ability to deliver on its strategy and its reputation, results of operations and financial condition.

Dowlais uses important intellectual property in its business. If Dowlais is unable to protect its intellectual property, or if a third party makes assertions against it or its customers relating to intellectual property rights, its business could be adversely affected.

Dowlais has an extensive intellectual property portfolio, but it may not be sufficient to prevent competitors from replicating Dowlais’ products, and Dowlais may face claims by third parties, including for actual or alleged infringement of their intellectual property rights. Third-party infringement claims, regardless of their outcome, would not only consume Dowlais’ financial resources, but also would divert the time and effort of Dowlais’ management and could result in Dowlais’ customers or potential customers deferring or limiting their purchase or use of the affected products until resolution of the litigation. Further, Dowlais may fail to identify and protect the technology that it develops or fail to prevent third-party use of its technology. Any inability to protect Dowlais’ intellectual property portfolio could have a material adverse effect on Dowlais’ business and competitive position. While Dowlais is continuing to develop new technology and apply for patents, if Dowlais is unable to develop or acquire new products and technology in the future, Dowlais’ ability to maintain market share, and, consequently, its revenues and operating results, may be negatively affected.

Dowlais’ businesses, GKN Automotive and GKN Powder Metallurgy, trade under GKN-related brands. Dowlais licenses trademarks for use of the GKN brand (the “GKN Trademarks”). As Dowlais does not own the GKN Trademarks, Dowlais is not the exclusive user of the GKN brand. As a result, Dowlais may be unable to prevent any damage to goodwill that may occur as a result of the activities of the owners or other licensed users of the GKN Trademarks. These events could disrupt the recognition of Dowlais’ products in the marketplace, damage any goodwill and otherwise have a material adverse effect on the results of operations, business and financial condition of Dowlais.

Dowlais’ faces substantial pension and other postretirement benefit obligations.

Dowlais operates a number of pension and postretirement benefit schemes for the benefit of employees and retirees in certain countries. This includes defined benefit pension arrangements in the UK, Germany and the United States. As is typical, the pension schemes in Germany are unfunded. Dowlais’ ability to satisfy the funding obligations associated with these obligations will depend upon the cash flow from its operations and the ability to access credit and capital markets. The funding requirements of these benefit plans, and the related expense reflected in Dowlais’ financial statements, are affected by several factors that are subject to an inherent degree of uncertainty and volatility, including governmental regulation. Key assumptions used to value these benefit obligations and the cost of providing such benefits, funding requirements and expense recognition include the discount rate, the expected long-term rate of return on pension assets for funded schemes, mortality rates and the health care cost trend rate. If the actual trends in these factors are less favorable than the assumptions presently used, this could have an adverse effect on Dowlais’ results of operations and financial condition.

Dowlais restructuring initiatives may not achieve their intended outcomes.

Dowlais has ongoing restructuring actions to reduce cost and realign certain areas of its business and may initiate further restructuring actions in future periods. There can be no assurance that such restructuring

 

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initiatives will successfully achieve the intended outcomes, or that the charges related to such initiatives will not have a material adverse effect on its results of operations and financial condition.

As part of Dowlais’ strategic initiatives, Dowlais actively assesses its product portfolio. As a result, it has divested certain operations and may pursue additional plans to divest certain operations in future periods. Dowlais results of operations or financial condition could be adversely affected if it initiates a divestiture and it is not completed in accordance with Dowlais’ expected timeline, or at all, or if it does not realize the expected benefits of the divestiture.

If Dowlais fails to comply with applicable laws and regulations, or fails to change its operations in line with any new legal or regulatory requirements, it could be subject to significant adverse regulatory actions.

Dowlais’ business is subject to extensive regulation and oversight by state, federal and international governmental authorities. Dowlais’ geographic breadth, scale and complexity present a risk that Dowlais may fail to fully comply with such laws and regulations. Any such failure to comply with applicable laws and regulations could result in legal actions, claims and prosecutions by regulators or third parties that are costly to defend, fines, penalties and liabilities, as well as the suspension or revocation of licenses or privileges or debarment from government or public sector contracts, any of which could have a material adverse effect on Dowlais’ results of operations and financial condition. Even where Dowlais’ conduct is lawful, any ethical misconduct (or the perception thereof) could cause harm, including adverse publicity and reputational damage.

Negative or unexpected tax consequences, or changes in tax laws, could adversely affect Dowlais’ global results of operations and financial condition.

Dowlais is required to pay tax and file tax returns in multiple jurisdictions and is subject to examinations of these tax returns by the relevant authorities. Any negative or unexpected outcomes of these examinations and audits, or any resulting litigation, could have an adverse effect on Dowlais’ results of operations and financial condition. Additionally, the introduction of new tax laws or regulations, or changes in existing tax laws and regulations, or the interpretation thereof, could affect Dowlais’ tax rate, results of operations and cash flows.

Exchange rate fluctuations could adversely affect Dowlais’ global results of operations and financial condition.

As a result of its international operations, Dowlais is exposed to foreign currency risks that arise from its normal business operations, including risk associated with transactions that are denominated in currencies other than its local functional currencies. Gains and losses resulting from the remeasurement of assets and liabilities in a currency other than the functional currency of the Dowlais subsidiaries are reported in current period income. In the future, non-functional currency denominated assets and liabilities could have an adverse impact on Dowlais’ results of operations and financial condition. While Dowlais uses foreign currency derivative contracts to help mitigate certain of these risks and reduce the effect of fluctuations in exchange rates, its efforts to manage these risks may not be successful. Dowlais is also subject to currency translation risk, as it is required to translate the financial statements of its non-UK subsidiaries to British Pound Sterling. Unfavorable changes in the exchange rate between Pound Sterling and the functional currencies of Dowlais subsidiaries and their non-functional currency denominated assets and liabilities could have an adverse effect on Dowlais’ results of operations and financial condition.

Dowlais’ ability to operate effectively could be impaired if it cannot attract and retain qualified personnel in key positions and functions or if there is increased union activity.

Dowlais’ strategy and performance depend on attracting and retaining the right people in the right roles and creating the right environment for them to succeed. Competition for talent and skills is intense and Dowlais may not be successful in attracting or retaining qualified personnel, particularly in leadership or technical roles, which could lead to reduced levels of operational performance, increased costs for hiring and retention, ineffective strategic decision-making and loss of competitive advantage, any of which could have a material adverse effect on Dowlais’ results of operations and financial condition. In addition, Dowlais is an industrialized manufacturing business with a resulting risk of accident and injury to employees and contractors. Dowlais’ employees work in environments where maintaining the highest standards of operational

 

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health and safety is critical, and Dowlais may face challenges in attracting or retaining qualified personnel and liabilities resulting from health and safety incidents, as well as legal actions, fines, criminal penalties, claims and prosecutions by regulators or third parties resulting from such incidents and adverse publicity and damage to Dowlais’ reputation.

Further, a significant portion of Dowlais’ hourly associates worldwide, as well as the workforces of Dowlais’ customers and suppliers, are, or may become, members of industrial trade unions employed under terms of collective bargaining agreements. There can be no assurance that future negotiations with labor unions will be resolved favorably or that Dowlais, its customers or its suppliers will not experience a work stoppage or disruption that could adversely impact Dowlais’ results of operations and financial condition. There can be no assurance that future negotiations, whether between Dowlais and the labor unions representing certain of Dowlais’ hourly associates or between Dowlais’ customers or suppliers and the labor unions representing certain of their hourly associates, will not result in additional labor cost increases or other terms and conditions that could adversely affect Dowlais’ results of operations and financial condition, its ability to compete for future business or its ability to attract and retain qualified associates.

Dowlais’ business could be adversely affected by the cyclical nature of the automotive industry.

Dowlais’ operations experience cyclical fluctuations because they are directly related to global automotive production, which is itself cyclical and dependent on overall economic conditions and factors such as credit availability, interest rates, fuel costs, consumer preference and confidence, and the accessibility of affordable financing for customers. An economic downturn or financial crisis, including prolonged recessionary periods, could result in a reduction of automotive production and sales by Dowlais’ customers and therefore adversely impact Dowlais’ business.

Dowlais’ business could be adversely impacted by an inability to meet the expectations of its stakeholders related to environmental, social and governance objectives.

Sustainability is a key focus for Dowlais’ investors, customers and other stakeholders. Expectations continue to rapidly evolve and become more onerous and costly. Failure to meet Dowlais’ stakeholders’ expectations on sustainability, environmental, social and governance-related matters and to comply with applicable laws and regulations, including new and expanding laws and regulations such as the Corporate Sustainability Reporting Directive, may expose Dowlais to reputational or financial risk or result in an inability to meet Dowlais’ customers’ expectations, which could impact Dowlais’ business, results of operations and financial condition. This includes risks associated with investor sentiment, including a potential limitation on the number and types of debt and equity investors who are willing or able to invest in Dowlais, evolving customer requirements, supply chain trends and social attitudes toward the environmental impact of products, and Dowlais’ ability to attract and retain talent who increasingly want to work for a socially responsible and sustainability-focused organization.

 

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THE SPECIAL MEETING

We are furnishing this proxy statement to AAM Stockholders as part of the solicitation of proxies by the AAM Board for use at the Special Meeting of AAM Stockholders to be held virtually on July 15, 2025, at 8:00 a.m., Eastern Time, and at any adjournment, postponement or continuation thereof. This document is first being mailed to AAM Stockholders on or about June 10, 2025.

Date, Time and Place

The Special Meeting of AAM Stockholders will be held virtually on July 15, 2025, starting at 8:00 a.m., Eastern Time.

The Special Meeting will be a completely virtual meeting. You can attend the Special Meeting by visiting https://meetnow.global/MVZWHGV, where you will be able to listen to the meeting live and vote your shares online during the meeting. To participate in the Special Meeting, you will need the 15-digit control number on the enclosed proxy card. AAM encourages you to access the meeting prior to the start time to allow ample time for the check-in procedures.

Matters To Be Considered

The purpose of the Special Meeting is for AAM Stockholders to consider and vote on the following proposals:

Record Date; Shares Outstanding and Entitled to Vote

The close of business on June 9, 2025, has been fixed as the Record Date for determining those AAM Stockholders entitled to notice of and to vote at the Special Meeting and any adjournment or postponement of the Special Meeting. As of May 27, 2025, there were 118,662,478 AAM Shares outstanding and entitled to vote, held by approximately 139 holders of record. Each AAM Share entitles its holder to one vote at the Special Meeting on all matters properly presented at the meeting.

Quorum

AAM Stockholders who hold shares representing a majority in voting power of the AAM Shares issued and outstanding and entitled to vote at the Special Meeting, present in person or represented by proxy, will constitute a quorum for the transaction of business at the Special Meeting. Abstentions will be treated as present at the Special Meeting for purposes of determining the presence or absence of a quorum for the transaction of all business. Banks, brokers and other nominees that hold their customers’ shares in street name may not vote their customers’ shares on “non-routine” matters without instructions from their

 

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customers. Because all of the matters to be voted on at the Special Meeting are considered “non-routine” under the NYSE Rule 452, such organizations do not have discretion to vote on the Charter Amendment Proposal, the Share Issuance Proposal or the Adjournment Proposal with a broker non-vote. Accordingly, if you fail to provide your bank, broker or other nominee with any instructions regarding how to vote your shares with respect to the Charter Amendment Proposal, the Share Issuance Proposal or the Adjournment Proposal, your shares will not be counted as present for establishing a quorum at the Special Meeting and will not be voted on the Charter Amendment Proposal, the Share Issuance Proposal or the Adjournment Proposal. If you provide instructions to your bank, broker or other nominee which indicate how to vote your shares with respect to one Proposal but not with respect to any other Proposal, your shares will be considered present for establishing a quorum at the Special Meeting and will be considered voted with respect to any Proposal for which voting instructions have been given, and will be voted “FOR” with respect to any other Proposal.

Vote Required

Approval of the Charter Amendment Proposal requires the affirmative vote of the holders of a majority in voting power of the AAM Shares entitled to vote thereon at the Special Meeting. Approval of the Share Issuance Proposal requires the affirmative vote of the holders of a majority in voting power of the AAM Shares present in person or represented by proxy at the Special Meeting and entitled to vote on the Share Issuance Proposal, provided that a quorum is present. Approval of the Adjournment Proposal, which is not a condition to the Combination, requires the affirmative vote of the holders of a majority in voting power of the AAM Shares present in person or represented by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal, provided that a quorum is present. An abstention is not treated as a vote cast against the Charter Amendment Proposal, the Share Issuance Proposal or the Adjournment Proposal.

The approval of the Charter Amendment Proposal and the Share Issuance Proposal is required for AAM to complete the Combination and implement the Share Issuance. If either the Charter Amendment Proposal or the Share Issuance Proposal is not approved, the Combination may not be completed.

For each Proposal, you may vote “FOR” or “AGAINST” or “ABSTAIN.” Abstentions will have the same effect as a vote “AGAINST” each Proposal for which you vote to abstain. Shares not present at the Special Meeting will have no effect on the outcome of the vote on the Share Issuance Proposal or the Adjournment Proposal. Shares not present at the Special Meeting will have the same effect as voting “AGAINST” the Charter Amendment Proposal.

Recommendation of the AAM Board

Based on the reasons for the recommendations discussed below in the section entitled “Information About the Combination — Reasons for the Combination,” the AAM Board has determined that the Offer, the Combination and the other matters contemplated by the Offer Announcement and the Co-operation Agreement are advisable and in the best interests of AAM and AAM Stockholders and has unanimously authorized and approved the Charter Amendment and the Share Issuance in connection with the Offer and the Combination. The AAM Board therefore recommends that you vote “FOR” the Charter Amendment Proposal, “FOR” the Share Issuance Proposal and “FOR” the Adjournment Proposal.

AAM Share Ownership of Directors and Executive Officers

As of May 27, 2025, AAM directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 4,361,435 AAM Shares, representing approximately 3.7% of the AAM Shares outstanding as of such date. AAM currently expects AAM’s directors and executive officers to vote their AAM Shares in favor of the Charter Amendment Proposal, the Share Issuance Proposal and the Adjournment Proposal, but none of AAM’s directors or executive officers have entered into any agreement obligating them to do so.

How to Vote Your Shares

AAM Stockholders of record may submit a proxy by telephone, via the Internet or by mail, or they may vote by attending the virtual Special Meeting and voting in person.

 

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Online prior to the Special Meeting.   To vote online prior to the meeting, visit https://www.envisionreports.com/AXL-SPC. You will be asked to provide the control number from the enclosed proxy card.

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Online during the Special Meeting.   To vote at the Special Meeting, visit https://meetnow.global/MVZWHGV and follow the on-screen instructions. Please have your proxy card or the instructions that accompanied your proxy materials in hand when you visit the website.

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Telephone.   To vote by telephone, dial the toll-free telephone number located on the enclosed proxy card using a phone and follow the recorded instructions. You will be asked to provide the control number from the enclosed proxy card.

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Mail.   To vote using the enclosed proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the enclosed return envelope. If you return your signed proxy card to AAM before the Special Meeting, AAM will vote your shares as you direct.

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If your shares are held in the name of a broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee that you must follow for your shares to be voted. Please follow their instructions carefully. Also, please note that if the AAM Stockholder of record of your shares is a broker, bank or other nominee and you wish to vote in person at the Special Meeting, you must request a legal proxy from the broker, bank or other nominee that holds your shares and present that proxy and proof of identification at the Special Meeting. Because all of the matters to be voted on at the Special Meeting are considered “non-routine” under the NYSE Rule 452, such organizations do not have discretion to vote on the Charter Amendment Proposal, the Share Issuance Proposal or the Adjournment Proposal with a broker non-vote. Accordingly, if you fail to provide your bank, broker or other nominee with any instructions regarding how to vote your shares with respect to the Charter Amendment Proposal, the Share Issuance Proposal or the Adjournment Proposal, your shares will not be counted as present for establishing a quorum at the Special Meeting and will not be voted on the Charter Amendment Proposal, the Share Issuance Proposal or the Adjournment Proposal. If you provide instructions to your bank, broker or other nominee which indicate how to vote your shares with respect to one Proposal but not with respect to any other Proposal, your shares will be considered present for establishing a quorum at the Special Meeting and will be considered voted with respect to any Proposal for which voting instructions have been given, and will be voted “FOR” with respect to any other Proposal.

If your shares are held in the name of a broker, bank or other nominee, you must register in advance to virtually attend the Special Meeting and any adjournment or postponement of the Special Meeting. To register, you must obtain a legal proxy, executed in your favor, from the holder of record and submit proof of your legal proxy, reflecting the number of AAM Shares you held as of the Record Date, along with your name and email address, to Computershare by mail at Computershare, Legal Proxy, P.O. Box 43001, Providence, Rhode Island 02940-3001. Please forward the email from your broker or attach an image of your legal proxy to legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on July 9, 2025. You will then receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the Special Meeting, go to https://meetnow.global/MVZWHGV and enter your control number.

The internet and telephone voting options available to holders of record are designed to authenticate AAM Stockholders’ identities, allow AAM Stockholders to give their proxy voting instructions and confirm that these instructions have been properly recorded. Submitting a proxy will not affect your right to vote during the Special Meeting if you decide to attend the Special Meeting.

How to Change Your Vote

If you are the AAM Stockholder of record, you may revoke your proxy or change your vote prior to your shares being voted at the Special Meeting in one of the following ways:

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Online prior to the Special Meeting — you may change your vote using the online voting method described above;

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Online during the Special Meeting — you may change your vote by attending the virtual Special Meeting by visiting https://meetnow.global/MVZWHGV, entering the control number on the enclosed proxy card and following the instructions to vote;

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By phone — you may change your vote using the phone voting method described above; and

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By mail — you may revoke your proxy and change your vote by signing and returning a new proxy card or voting instruction form dated as of a later date.

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Your last vote is the vote that will be counted.

If you have instructed a broker, bank or other nominee to vote your shares, you must follow the directions received from your broker, bank or other nominee if you wish to change your vote.

Counting Your Vote

All properly executed proxies delivered and not properly revoked will be voted at the Special Meeting as specified in such proxies. If you provide specific voting instructions, your AAM Shares will be voted as instructed. If you hold shares in your name and sign and return a proxy card or submit a proxy by telephone or via the Internet without giving specific voting instructions, your shares will be voted “FOR” the Charter Amendment Proposal, “FOR” the Share Issuance Proposal and “FOR” the Adjournment Proposal.

Proxies solicited may be voted only at the Special Meeting and any adjournment or postponement of the Special Meeting and will not be used for any other meeting.

Solicitation of Proxies

The total expense of this solicitation will be borne by AAM, including reimbursement paid to brokerage firms and others for their expenses in forwarding material regarding the Special Meeting to beneficial owners. Solicitation of proxies may be made personally, electronically or by telephone by officers and other selected employees of AAM, who will receive no additional compensation for their services. Sodali & Co, our proxy solicitor, will be paid a fee of up to $50,000, plus reimbursement of out-of-pocket expenses, for its proxy solicitation services.

Independent Registered Public Accounting Firm

Representatives of Deloitte & Touche LLP, the Company’s independent registered public accounting firm, are expected to be present at the Special Meeting. They will have the opportunity to make a statement if they desire to do so and will also be available to respond to appropriate questions from AAM Stockholders.

Adjournment and Postponement

Although it is not currently expected, the Special Meeting may be adjourned or postponed for the purpose of soliciting additional proxies. Any signed proxies received by AAM in which no voting instructions are provided on such matter will be voted “FOR” the Adjournment Proposal. Any adjournment or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow AAM Stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned or postponed.

 

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INFORMATION ABOUT THE COMBINATION

The following summary describes certain material terms of, and documents and agreements related to, the Combination, including the Offer, the Offer Announcement, and the Co-operation Agreement. This summary is qualified in its entirety by reference to the annexes to this proxy statement, including the Offer Announcement and the Co-operation Agreement, which are attached as Annex I and Annex II to this proxy statement, respectively, and the other documents and agreements that are incorporated herein by reference. We urge you to read this entire proxy statement carefully and in their entirety, as this summary may not contain all of the information that is important to you regarding the Combination and related matters.

We urge you to read this entire proxy statement and the annexes to this proxy statement carefully and in their entirety, as this summary may not contain all of the information that is important to you regarding the Combination and related matters.

Overview of the Offer

Under the terms of the Offer, holders of Dowlais Shares will be entitled to receive, for each Dowlais Share held by such shareholder, 42 pence per share in cash and 0.0863 New AAM Shares. AAM intends to seek a secondary listing of the AAM Shares, including the New AAM Shares, on the LSE. A mix and match facility will also be made available to Dowlais Shareholders in order to enable them to elect, subject to off-setting elections, to vary the proportions in which they receive cash and New AAM Shares in respect of their holdings in Dowlais Shares. In addition to the consideration payable in connection with the Combination, Dowlais Shareholders will be entitled to receive the payment of the FY24 Final Dividend by Dowlais of up to 2.8 pence for each Dowlais Share to be paid (subject to the approval of the board of directors of Dowlais) in line with Dowlais’ ordinary course 2024 financial year dividend calendar without any reduction of the consideration payable under the terms of the Combination. The consideration payable to Dowlais Shareholders pursuant to the Combination is subject to certain Consideration Adjustments as described in more detail in the section of this proxy statement entitled “Information About the Combination — Consideration Adjustments.” AAM expects to issue approximately 117,000,000 New AAM Shares in connection with the Combination, and upon the closing of the Combination, AAM Stockholders and Dowlais Shareholders would be expected to own approximately 51% and 49%, respectively, of AAM. The New AAM Shares will be authorized for listing on the NYSE, subject to official notice of issuance.

In connection with the Combination, on January 29, 2025, AAM and Dowlais entered into a Co-operation Agreement that governs certain obligations of the parties with respect to the Offer and the Combination.

The Combination is expected to be effected by means of a court-sanctioned scheme of arrangement between Dowlais and Dowlais Shareholders under Part 26 of the Companies Act, although AAM reserves the right to elect to implement the Combination by way of a takeover offer, subject to the terms of the Co-operation Agreement.

Based on AAM’s closing share price on the NYSE of $5.82 and the £/US$ exchange rate of 1.2434, in each case on January 28, 2025 (being the close of business on the last business day before the date of the Offer Announcement), the terms of the Combination (including the FY24 Final Dividend):

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valued each Dowlais Share at 85.2 pence per share;

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valued the entire issued and to be issued ordinary share capital of Dowlais at approximately £1.16 billion on a fully diluted basis;

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represented a premium of approximately 25% to the closing price per Dowlais Share on the LSE of 68 pence on January 28, 2025 (being the last business day before the date of the Offer Announcement);

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represented a premium of approximately 45% to the volume-weighted average price of 59 pence for each Dowlais Share for the three-month period ended on January 28, 2025 (being the last business day before the date of the Offer Announcement); and

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represented a premium of approximately 46% to the volume-weighted average price of 59 pence for each Dowlais Share for the six-month period ended on January 28, 2025 (being the last business day before the date of the Offer Announcement).

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Based on AAM’s closing share price on the NYSE of $4.45, and the £/US$ exchange rate of $1.3471 per £1.00, on May 28, 2025, the terms of the Combination (including the FY24 Final Dividend):

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valued each Dowlais Share at 73.3 pence per share;

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valued the entire issued and to be issued ordinary share capital of Dowlais at approximately £1.00 billion on a fully diluted basis; and

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represented a premium of approximately 10.47% to the closing price per Dowlais Share on the LSE of 66.35 pence on May 28, 2025.

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The closing of the Combination is conditioned on the receipt of the Clearances. Additional conditions to the closing of the Combination are discussed further below in the section entitled “Information About the Combination— The Offer Announcement and the Scheme of Arrangement — Conditions to the Closing of the Combination.”

It is expected that a document setting out the particulars required by section 897 of the Companies Act will be made available to Dowlais Shareholders at around the same time as the mailing of this proxy statement, as described more fully in the Offer Announcement. We refer to this document as the “Scheme Document.”

Consideration Adjustments

The consideration payable to Dowlais Shareholders pursuant to the Combination is subject to adjustment if (i) Dowlais Shares held by the Melrose Employee Share Ownership Trust (as defined below) are repurchased by Dowlais for nil consideration and cancelled, (ii) the FY24 Final Dividend exceeds 2.8 pence per Dowlais Share or (iii) Dowlais announces, declares, makes or pays any dividend or distribution (other than the FY24 Final Dividend), or there are any repurchases of Dowlais Shares by Dowlais pursuant to the Buyback Programme (as defined below) (clauses (i), (ii) and (iii), collectively, the “Consideration Adjustments”).

In connection with the April 2023 demerger of Dowlais from Melrose Industries PLC (“Melrose”), 27,865,471 Dowlais Shares (constituting 2.1% of the total issued ordinary shares of Dowlais as of January 28, 2025, the last business day before the date of the Offer Announcement), were placed in a trust (the “Melrose Employee Share Ownership Trust”) to satisfy the vesting of options over Dowlais Shares granted by Melrose to certain Melrose group employees and executive directors under the Melrose Automotive Share Plan (such options over Dowlais Shares, the “Melrose Options”). To ensure that the total value of the consideration payable in the Combination for the entire issued and to be issued share capital of Dowlais remains the same regardless of whether the Melrose Options vest or lapse, AAM has agreed that, to the extent that, prior to the consummation of the Combination, the Dowlais Shares held by the Melrose Employee Share Ownership Trust are repurchased by Dowlais for nil consideration and cancelled pursuant to certain agreements between the parties (such repurchased and cancelled Dowlais Shares, “Cancelled Shares”), AAM will increase the cash consideration and the number of New AAM Shares payable to Dowlais Shareholders pursuant to the Combination so as to re-allocate to Dowlais Shareholders (based on the fully diluted share capital of Dowlais at the time of such repurchase and cancellation) the cash consideration and New AAM Shares that such Cancelled Shares would have received upon consummation of the Combination (the increase in consideration payable pursuant to the Combination attributable to such re-allocation, the “Melrose Consideration Adjustment”). There can be no certainty that any such Melrose Consideration Adjustment will occur under the terms of the Combination.

AAM and Dowlais have agreed to certain arrangements with regard to the payment of dividends and other distributions and returns of capital prior to the Scheme of Arrangement becoming effective. AAM will not announce, declare, make or pay any dividend or other distribution or other return of capital. If, during the pendency of the Combination, AAM announces, declares, makes or pays any dividend or other distribution or other return of capital (an “AAM Excluded Dividend”), then Dowlais is entitled to elect by five business days’ written notice to AAM to declare and pay an equalizing dividend to Dowlais Shareholders so as to reflect the value attributable to all or part of such dividend, distribution or return of capital, at the spot exchange rate between U.S. Dollars and Pound Sterling as published by the Bank of England, without any consequential reduction to the Consideration (a “Dowlais Equalizing Dividend”).

 

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Dowlais is permitted to make the following distributions: (i) the FY24 Final Dividend, provided that such dividend does not exceed an amount per Dowlais Share of more than 2.8 pence and (ii) any Dowlais Equalizing Dividend. If any dividend or other distribution is announced, declared, made or paid, or becomes payable, in respect of Dowlais Shares on or after the date of the Offer Announcement and before the date on which the Combination becomes effective (other than the FY24 Final Dividend or any repurchases of Dowlais Shares by Dowlais pursuant to the share buyback programme announced on March 21, 2024 by Dowlais on the LSE (the “Buyback Programme”)), AAM reserves the right to reduce the consideration payable in respect of each Dowlais Share by the amount of all or part of any such dividend or other distribution. If AAM exercises this right or makes such a reduction in respect of a dividend, other distribution or return of capital that has not been paid, Dowlais Shareholders will be entitled to receive and retain that dividend, other distribution or return of capital. The Buyback Programme was terminated on January 29, 2025, following the Offer Announcement.

The Combined Group

Following the closing of the Combination, AAM will continue to be the ultimate parent of the AAM Group as well as the direct parent of Dowlais and the ultimate parent of the Dowlais Group. AAM will continue to be named “American Axle & Manufacturing Holdings, Inc.” Shares of the common stock of AAM, including the New AAM Shares, will be listed on the NYSE under the symbol “AXL.” In addition, AAM intends to seek a secondary listing of the AAM Shares, including the New AAM Shares, on the LSE.

The Combined Group will have its global headquarters in Detroit, Michigan, U.S. Consequently, it is anticipated that following completion of the Combination and a subsequent orderly handover of activities as part of the wider integration, Dowlais’ current headquarters office in London, U.K., would be closed at the appropriate time, subject to appropriate engagement with stakeholders, including any required information and consultation processes with affected employees. In addition, the Combined Group will continue to have business offices in each major region of the world.

The Combined Group will have an experienced and blended management and leadership team consisting of representatives of both AAM and Dowlais. David C. Dauch will serve as the Chairman of the Board and Chief Executive Officer of the Combined Group.

Information about AAM

AAM is a leading global tier 1 automotive and mobility supplier that designs, engineers and manufactures driveline and metal forming technologies to support electric, hybrid and internal combustion vehicles.

AAM has established a high-efficiency product portfolio that is designed to improve axle efficiency and fuel economy through innovative product design technologies. Its portfolio includes high-efficiency axles, aluminum axles and all-wheel-drive applications. AAM’s metal forming segment represents the largest automotive forging operation in the world, and provides engine, transmission, driveline and safety-critical components for light, commercial and industrial vehicles. Net sales for 2024 were approximately $6.125 billion.

AAM has its principal executive office in Detroit Michigan and operates over 75 facilities in 16 countries across North America, Europe, Asia, and South America. AAM has approximately 20,000 associates globally. AAM Shares are publicly traded on the New York Stock Exchange (NYSE:AXL). The address of AAM’s principal executive office is One Dauch Drive, Detroit, Michigan 48211, and its telephone number at that address is 313-758-2000.

Information about Dowlais

Dowlais is a specialist engineering group focused on the automotive sector. Dowlais develops and delivers precisely engineered solutions for the automotive industry through its two high-technology engineering businesses: GKN Automotive and GKN Powder Metallurgy.

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GKN Automotive: a global leader in the development and production of sideshafts, propshafts, AWD systems and advanced differentials and a trusted partner to automotive OEMs globally. Its

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products drive the wheels of light vehicles around the world, and it has been a pioneer in the development of eDrive systems, remaining at the forefront of electric vehicle powertrain technology.

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GKN Powder Metallurgy: a global leader in the production of sintered metal products for the automotive and industrial sectors and a leading manufacturer of atomized metal powders. Its world-class engineering expertise and sustainable technology enables the design and production of parts with complex geometries, higher densities and improved physical properties.

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Dowlais is headquartered in the United Kingdom, and operates across the Americas, Europe and Asia with over 70 manufacturing facilities and seven global innovation centers. Dowlais employs over 29,000 employees globally, including its joint ventures. Dowlais Shares are publicly traded on the London Stock Exchange (LSE: DWL). The address of Dowlais’ principal executive office is 2nd Floor, Nova North, 11 Bressenden Place, London SW1E 5BY, and its telephone number at that address is +44 (0)204 551 3383.

Background of the Combination

The terms of the Offer Announcement and the Co-operation Agreement are the result of arm’s length negotiations between AAM and Dowlais. The following is a summary of key events leading up to the release of the Offer Announcement and the execution of the Co-operation Agreement and the key meetings, negotiations, discussions and actions between AAM and Dowlais and their respective advisors that preceded the release of the Offer Announcement and the execution of the Co-operation Agreement. This summary does not purport to catalogue every correspondence among members of AAM and Dowlais and their respective advisors.

As part of AAM’s ongoing consideration and evaluation of its long-term strategic goals and plans, the AAM Board and AAM’s management periodically explore strategic options that may be available to AAM, with the goal of identifying potential growth opportunities and ultimately, advancing AAM’s strategy and enhancing stockholder value. Consequently, AAM regularly reviews, often together with its financial and legal advisors, a broad range of opportunities, including potentially significant strategic investments, joint ventures and business combinations with various companies involved in the automotive industry (which have, at times, included review of potential strategic transactions involving Dowlais’ GKN Automotive and GKN Powder Metallurgy businesses). Members of AAM’s management team brief the AAM Board regarding these opportunities during regularly scheduled and special meetings of the AAM Board.

On February 8, 2024, as part of AAM’s regular review and evaluation of strategic alternatives, the AAM Board convened a meeting at which representatives of AAM’s management and representatives of J.P. Morgan, and Allen Overy Shearman Sterling US LLP (“A&O Shearman”), outside legal counsel to AAM, were present. At the meeting, representatives of J.P. Morgan provided an overview of the current industry dynamics and the strategic alternatives for AAM, where one such alternative included a potential strategic transaction involving Dowlais. Representatives of A&O Shearman then provided the AAM Board with an overview of the AAM Board’s fiduciary duties under Delaware law, including its fiduciary duties when considering to pursue any strategic alternatives. Representatives of A&O Shearman also provided the AAM Board with an overview of process considerations in connection with consideration of the strategic alternatives, including, in respect of certain strategic alternatives, the need for due diligence and antitrust and regulatory analysis. Following the meeting, AAM management and its advisors continued to evaluate strategic alternatives, including a potential strategic transaction involving Dowlais.

From May 1, 2024 through June 18, 2024, as a continuation of AAM’s review and evaluation of strategic alternatives, the AAM Board convened several meetings, at which representatives of AAM’s management and representatives of J.P. Morgan and A&O Shearman were present, at which, among other things, representatives of J.P. Morgan provided (i) overviews of then-current industry dynamics and the strategic alternatives for AAM, including a potential strategic transaction involving Dowlais, (ii) regular trading and outlook updates on Dowlais, (iii) overviews of key transaction considerations, including illustrative timelines and structures, (iv) preliminary financial matters relating to a potential strategic transaction involving Dowlais, including preliminary financial analyses, pro forma analyses and synergy estimates, each based primarily on publicly available information, and (v) overviews of potential responses from Dowlais to an outreach by AAM. At these meetings, representatives of A&O Shearman again provided the AAM Board with an overview of the AAM Board’s fiduciary duties under Delaware law, including its fiduciary duties when considering whether to pursue a potential strategic transaction involving Dowlais, and

 

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presented on certain matters of English law relating to any such potential strategic transaction, including certain obligations under the Takeover Code and key elements and requirements of a Takeover Code governed transaction. On the basis of such presentations from J.P. Morgan and A&O Shearman, the AAM Board instructed AAM management, working with its external advisors, to continue to assess the merits of a proposed strategic transaction involving Dowlais, including an assessment of potential synergies between the two companies, after the announcement by Dowlais of its half-year results.

On June 14, 2024, with the approval of the AAM Board, AAM engaged J.P. Morgan as its exclusive financial advisor to assist AAM in its evaluation and consideration of a potential strategic transaction involving Dowlais.

On August 22, 2024, the AAM Board convened a meeting at which representatives of AAM’s management and representatives of J.P. Morgan and A&O Shearman were present. At the meeting, representatives of J.P. Morgan presented to the AAM Board an update on Dowlais’ trading performance and half-year results. Representatives of A&O Shearman again provided the AAM Board with an overview of the AAM Board’s fiduciary duties under Delaware law, including its fiduciary duties when considering whether to pursue a potential strategic transaction involving Dowlais.

On September 3, 2024, the AAM Board convened a meeting at which representatives of AAM’s management and representatives of J.P. Morgan and A&O Shearman were present. At the meeting, representatives of J.P. Morgan presented to the AAM Board (i) an update on Dowlais’ trading performance, (ii) preliminary financial matters relating to a potential strategic transaction involving Dowlais, including updated preliminary financial analyses and pro forma analyses, each based primarily on publicly available information, (iii) the key terms of an illustrative proposal for a potential strategic transaction involving AAM and Dowlais, and (iv) an overview of key strategic considerations for AAM in considering whether to approach Dowlais regarding a potential strategic transaction involving AAM and Dowlais. Representatives of A&O Shearman again provided the AAM Board with an overview of the AAM Board’s fiduciary duties under Delaware law, including its fiduciary duties when considering whether to pursue a potential strategic transaction involving Dowlais, and presented on certain matters of English law relating to any such potential strategic transaction, including certain obligations under the Takeover Code and key elements and requirements of a Takeover Code governed transaction. On the basis of such presentations from J.P. Morgan and A&O Shearman, the AAM Board authorized and instructed AAM management, working with its external advisors, to make an outreach to Dowlais to gauge its interest in a potential strategic transaction involving AAM and Dowlais.

On September 9, 2024, David C. Dauch, Chairman of the Board and Chief Executive Officer of AAM, met with Simon Mackenzie Smith, Chair of Dowlais, in London, United Kingdom, during which Mr. Dauch expressed AAM’s interest in engaging in a strategic transaction with Dowlais and engaged in a discussion of the strategic rationale and benefits of such a transaction, including the potential synergies that could be achieved from such a transaction. No formal proposal was made during this discussion.

On September 17, 2024, a representative of J.P. Morgan contacted Mr. Mackenzie Smith to request a phone call for later that day. Mr. Mackenzie Smith responded indicating that he would be unable to speak with the representative of J.P. Morgan that day and that the representative of J.P. Morgan should instead speak with representatives of Rothschild & Co. (“Rothschild”), a financial advisor to Dowlais.

Later on September 17, 2024, a representative of J.P. Morgan had a telephone conference with a representative of Rothschild to discuss a potential strategic transaction involving AAM and Dowlais and to request an in-person meeting between Messrs. Mackenzie Smith and Dauch.

Later on September 17, 2024, a representative of J.P. Morgan had a telephone conference with Mr. Mackenzie Smith, to discuss the possibility of an in-person meeting between Messrs. Mackenzie Smith and Dauch. Mr. Mackenzie Smith indicated his willingness to meet with Mr. Dauch and suggested a meeting to be held later that week.

On September 20, 2024, Mr. Dauch met with Mr. Mackenzie Smith in London, United Kingdom. During the meeting, Mr. Dauch reiterated AAM’s interest in engaging in a strategic transaction with Dowlais and engaged in a discussion of the strategic rationale and benefits of such a transaction, including the potential synergies that could be achieved from such a transaction. Mr. Dauch indicated that the

 

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AAM Board had authorized AAM management to submit a non-binding indicative proposal to acquire the entire issued and to-be-issued share capital of Dowlais, and a presentation therein ensued regarding the key terms of such non-binding indicative proposal, including a preliminary purchase price per Dowlais Share (including the expected relative equity ownerships of AAM Stockholders and Dowlais Shareholders in the Combined Group and the implications of the additional debt required by AAM to finance any such transaction), and a proposal for a blended management team for the Combined Group. Mr. Dauch then indicated that AAM would be submitting its non-binding indicative proposal in writing to Dowlais in the coming days, and Mr. Mackenzie Smith indicated that he would review such proposal with Dowlais’ external advisors and the Dowlais Board.

Following the September 20, 2024 meeting between Messrs. Dauch and Mackenzie Smith, on September 22, 2024, representatives of J.P. Morgan, on behalf of AAM, submitted to Mr. Mackenzie Smith a non-binding indicative proposal (the “September 22 Proposal”) to acquire the entire issued and to-be-issued share capital of Dowlais for 0.079 new AAM Shares and $0.52 dollars in cash per Dowlais Share. The September 22 Proposal valued each Dowlais Share at 75 pence per share, valued the entire issued and to-be-issued share capital of Dowlais at £1.03 billion (based on the closing trading price of AAM Shares prior to the submission of the September 22 Proposal), and assumed estimated annual cost synergies of approximately $200 million. The September 22 Proposal implied a premium of 29% to the closing trading price for Dowlais Shares on September 20, 2024 (being the last trading day prior to the submission of the September 22 Proposal) and a premium of 67% to the closing trading price for Dowlais Shares on September 20, 2024 when taking into account estimated synergies. The September 22 Proposal set forth the key terms for the proposed transaction, including that: (i) the proposed transaction would be implemented pursuant to a scheme of arrangement (although noting that AAM reserves the right to elect to proceed by way of a takeover offer), (ii) upon completion of the proposed transaction, Dowlais Shareholders would own approximately 47% of the Combined Group, (iii) Dowlais would be prohibited from paying any dividends prior to the consummation of the Combination, (iv) the Combined Group would benefit from the experience of a blended management team and board of directors, as to which the September 22 Proposal expressed an openness by AAM to discuss mutually agreeable representation of one to two existing Dowlais non-executive directors on the board of the Combined Group, and (v) AAM would be prepared to move quickly to complete confirmatory due diligence within six weeks and would be prepared to announce a transaction on the same timeline. The September 22 Proposal noted that any such potential transaction would be conditioned upon (i) AAM Stockholder approval, (ii) Dowlais Shareholder approval, (iii) receipt of all applicable antitrust, foreign direct investment and other regulatory clearances, and (iv) admission of the New AAM Shares to listing and trading. The September 22 Proposal indicated that the cash component of the consideration payable to Dowlais Shareholders would be funded by AAM through incremental debt facilities and would be fully cash confirmed on announcement of a firm offer, as required under Rule 2.7 of the Takeover Code. Included with the September 22 Proposal was a “highly confident” letter from J.P. Morgan, as lead arranger and lead book manager to AAM, regarding the availability of committed third-party financing.

On September 25, 2024, Mr. Mackenzie Smith sent Mr. Dauch a letter indicating that, after careful consideration and following consultation with its external advisors, the terms of the September 22 Proposal were inadequate and that the Dowlais Board unanimously rejected the September 22 Proposal on the basis that it fundamentally undervalued Dowlais and its prospects. Mr. Dauch promptly shared Mr. Mackenzie Smith’s September 25, 2024 letter with the AAM Board and AAM management.

On September 26 and 27, 2024, representatives of J.P. Morgan and representatives of Rothschild, on behalf of AAM and Dowlais, respectively, had telephone conversations during which they discussed (i) the Dowlais Board’s feedback on, and rejection of, the September 22 Proposal, including the Dowlais Board’s desire for meaningful increases in the cash and equity portions of the proposed per share purchase price, as well as additional information regarding assumed synergies, and (ii) potential pathways forward for the parties to reach an agreement on the terms of a strategic transaction involving AAM and Dowlais.

On October 3, 2024, a representative of J.P. Morgan had a telephone conference with Mr. Mackenzie Smith, during which they discussed certain aspects of the Dowlais Board’s feedback on the September 22 Proposal, including its desire for meaningful increases in the cash and equity portions of the proposed per share purchase price, as well as additional information regarding assumed synergies. The representative of J.P.

 

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Morgan expressed a desire for an additional in-person meeting between Messrs. Mackenzie Smith and Dauch to discuss potential pathways forward for the parties to reach an agreement on the terms of a strategic transaction involving AAM and Dowlais.

On October 9, 2024, a representative of J.P. Morgan had a telephone conference with Mr. Mackenzie Smith, during which the representative of J.P. Morgan reiterated a desire for an additional in-person meeting between Messrs. Mackenzie Smith and Dauch to discuss potential pathways forward for the parties to reach an agreement on the terms of a strategic transaction involving AAM and Dowlais. Mr. Mackenzie Smith expressed a willingness to meet with Mr. Dauch and proposed a meeting to be held in London, United Kingdom, on October 14, 2024.

On October 14, 2024, Mr. Dauch met with Mr. Mackenzie Smith in London, United Kingdom. During the meeting, Mr. Dauch presented to Mr. Mackenzie Smith the terms of a revised, non-binding indicative proposal (the “October 14 Proposal”) to acquire the entire issued and to-be-issued share capital of Dowlais for $0.56 dollars in cash per Dowlais Share plus an amount of AAM Shares for each Dowlais Share such that, upon completion of the proposed transaction, Dowlais Shareholders would own approximately 47.5% of the Combined Group. The October 14 Proposal valued each Dowlais Share at 79 pence per share, (based on the closing trading price of AAM Shares prior to the submission of the October 14 Proposal). The October 14 Proposal represented a premium of 54% to the closing trading price for Dowlais Shares on October 11, 2024 (being the last trading day prior to the submission of the October 14 Proposal). In response to feedback from Dowlais and its advisors on the September 22 Proposal, the October 14 Proposal (i) increased the equity portion of the per share purchase price such that, upon completion of the proposed transaction, Dowlais Shareholders would own approximately 47.5% of the Combined Group, (ii) increased the cash portion of the purchase price by $0.04 dollars (an increase of approximately 7.7% from the cash portion of the purchase price provided in the September 22 Proposal), and (iii) assumed estimated annual cost synergies to approximately $225-$250 million. The October 14 Proposal provided that it would remain subject to the conditions and assumptions set forth in the September 22 Proposal.

On October 17, 2024, Mr. Mackenzie Smith sent Mr. Dauch a letter indicating that, after careful consideration and following consultation with its external advisors, the terms of the October 14 Proposal continued to be inadequate and that the Dowlais Board unanimously rejected the October 14 Proposal on the basis that it significantly undervalued Dowlais and its prospects. Mr. Dauch promptly shared Mr. Mackenzie Smith’s October 17, 2024 letter with the AAM Board and AAM management.

On October 17, 2024, representatives of J.P. Morgan, on behalf of AAM, and representatives of Rothschild and representatives of Barclays Bank PLC (“Barclays”), a financial advisor to Dowlais, on behalf of Dowlais, engaged in telephone conversations during which they discussed (i) the Dowlais Board’s feedback on, and rejection of, the October 14 Proposal, including the Dowlais Board’s desire for additional meaningful increases in the cash and equity portions of the proposed per share purchase price, as well as additional information regarding assumed synergies, and (ii) potential pathways forward for the parties to reach an agreement on the terms of a strategic transaction involving AAM and Dowlais.

On October 25, 2024, Mr. Dauch had a telephone conference with Mr. Mackenzie Smith. During the telephone conference, Mr. Dauch presented to Mr. Mackenzie Smith the terms of AAM’s revised non-binding indicative proposal (the “October 25 Proposal”) to acquire the entire issued and to-be-issued share capital of Dowlais for 0.0827 new AAM Shares and $0.56 dollars in cash per Dowlais Share. The October 25 Proposal valued each Dowlais Share at 79 pence per share and valued the entire issued and to-be-issued share capital of Dowlais at £1.08 billion (based on the closing trading price of AAM Shares prior to the submission of the October 25 Proposal). The October 25 Proposal represented a premium of 50% to the closing trading price for Dowlais Shares on October 25, 2024 and a premium of 91% to the closing trading price for Dowlais Shares on October 25, 2024 when taking into account value creation from estimated synergies. In response to feedback from Dowlais and its advisors on the September 22 Proposal and the October 14 Proposal, the October 25 Proposal (i) increased the equity portion of the per share purchase price such that, upon completion of the proposed transaction, Dowlais Shareholders would own approximately 48% of the Combined Group, and (ii) assumed estimated annual cost synergies to approximately $250 million. The October 25 Proposal provided that it would remain subject to the conditions and assumptions set forth in the September 22 Proposal.

 

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Between October 25, 2024 and October 26, 2024, representatives of J.P. Morgan, on behalf of AAM, and representatives of Rothschild and representatives of Barclays, on behalf of Dowlais, engaged in a series of telephone conversations during which representatives of Rothschild and representatives of Barclays, on behalf of Dowlais, informed representatives of J.P. Morgan that the Dowlais Board had unanimously rejected the October 25 Proposal. Thereafter, representatives of J.P. Morgan discussed separately with representatives of Rothschild and representatives of Barclays (i) the Dowlais Board’s feedback on, and rejection of, the October 25 Proposal, including the Dowlais Board’s request for meaningful information and engagement from AAM on AAM’s assessment of estimated synergies before the Dowlais Board would be willing to consider any additional proposals, and (ii) potential pathways forward for the parties to reach an agreement on the terms of a strategic transaction involving AAM and Dowlais. Following their telephone conversations, representatives of J.P. Morgan, on October 27, 2024, communicated via email with representatives of Rothschild to reiterate AAM’s willingness to engage substantively with Dowlais on AAM management’s assessment of estimated synergies and to indicate that AAM would soon share with Dowlais additional information concerning its assessment of estimated synergies. To facilitate such engagement and sharing of information, representatives of J.P. Morgan relayed to representatives of Rothschild AAM’s expectation that the parties would enter into a customary mutual nondisclosure agreement.

On October 28, 2024, Dowlais delivered a draft mutual nondisclosure agreement (the “Confidentiality Agreement”) to AAM. Following this delivery, members from AAM and Dowlais, as well as A&O Shearman and Slaughter and May (“Slaughter and May”), outside legal counsel to Dowlais, negotiated the terms of the Confidentiality Agreement, which was executed on October 29, 2024, and which contained, among other things, customary nondisclosure and nonuse provisions applicable to both parties and a customary “standstill” provision applicable to AAM only for a period of 12 months after the date of the Confidentiality Agreement, in each case subject to customary carve-outs.

On October 29, 2024, representatives of J.P. Morgan, on behalf of AAM, submitted to Mr. Mackenzie Smith a letter (the “October 29 Letter”), which reiterated AAM’s willingness to engage substantively with Dowlais on, and provide additional information on, AAM management’s assessment of synergies resulting from a potential combination of AAM and Dowlais. Included as an appendix to the October 29 Letter was a detailed analysis of AAM management’s synergy assumptions and integration framework, which, among other things (i) outlined the anticipated integration teams and functions thereof, (ii) identified potential synergies to be found in selling, general, and administrative expenses and engineering, (iii) identified potential synergies to be found across purchasing, (iv) identified potential synergies to be found in manufacturing, and (v) outlined the methodology AAM used to identify and calculate such potential synergies. The October 29 Letter expressed AAM’s desire to arrange for a telephone conference between representatives of AAM management and representatives of Dowlais management to discuss AAM management’s assessment of synergies from a potential combination of AAM and Dowlais.

On October 30, 2024, representatives of J.P. Morgan communicated via email with representatives of Rothschild and representatives of Barclays to schedule a meeting between representatives of AAM management and representatives of Dowlais management to discuss AAM management’s assessment of synergies from a potential combination of AAM and Dowlais.

On November 4, 2024, representatives of AAM management and representatives of Dowlais management, with representatives of J.P. Morgan, representatives of Rothschild and representatives of Barclays in attendance, had a telephone conference to discuss AAM management’s assessment of synergies from a potential combination of AAM and Dowlais. At the meeting, representatives of Dowlais management shared with representatives of AAM management certain financial information relating to potential synergies from a potential combination of AAM and Dowlais. Following the meeting, Mr. Mackenzie Smith requested a follow-up meeting to be scheduled between Messrs. Dauch and Mackenzie Smith for November 13, 2024.

On November 6, 2024, the AAM Board convened a meeting at which representatives of AAM’s management and representatives of J.P. Morgan and A&O Shearman were present. At the meeting, representatives of AAM’s management provided an overview of the meeting held with representatives of Dowlais management on November 4, 2024 to discuss AAM management’s assessment of synergies from a potential combination of AAM and Dowlais. Representatives of J.P. Morgan presented to the AAM Board (i) a summary of the non-binding indicative proposals submitted to date by AAM to Dowlais (and

 

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the Dowlais Board’s responses to date thereto), and (ii) preliminary financial matters relating to a potential strategic transaction involving Dowlais, including updated preliminary financial analyses and pro forma analyses, each based primarily on publicly available information. Representatives of A&O Shearman again provided the AAM Board with an overview of the AAM Board’s fiduciary duties under Delaware law, including its fiduciary duties when considering whether to pursue a potential strategic transaction involving Dowlais, and presented on certain matters of English law relating to any such potential strategic transaction, including certain obligations under the Takeover Code and key elements and requirements of a Takeover Code governed transaction.

On November 13, 2024, Mr. Dauch had a telephone conference with Mr. Mackenzie Smith. During the meeting, Mr. Mackenzie Smith provided feedback on the October 25 Proposal, noting that the Dowlais Board was unwilling to proceed on the basis of the October 25 Proposal and that the Dowlais Board would expect an acceptable proposal to include, among other things, (i) an increase in the cash portion of the per share purchase price, denominated in pounds sterling, to 48 pence (which could be 45 pence plus the payment of a Dowlais fiscal year 2024 dividend of up to 3 pence per Dowlais Share), (ii) assumed estimated annual cost synergies of at least $300 million, (iii) an increase in the equity portion of the per share purchase price such that, upon completion of the proposed transaction, Dowlais Shareholders would own approximately 49% of the Combined Group, and (iv) a blended management team for the Combined Group. In response, Mr. Dauch indicated that while AAM was not in a position to increase the cash portion of the per share purchase price beyond 42 pence per Dowlais Share, the parties had made meaningful progress during their November 4, 2024 synergy meeting such that there could be a path forward for additional improvement in the assumed estimated annual cost synergies of the proposed transaction. After acknowledging the constructiveness of the meeting, Mr. Dauch indicated that AAM management, in consultation with its external advisors, would take the Dowlais Board’s feedback under advisement and would respond as soon as practicable.

Later on November 13, 2024, representatives of J.P. Morgan engaged in a series of separate telephone conferences with representatives of each of Rothschild and Barclays to discuss key open terms between the parties and potential pathways forward for the parties to reach an agreement on the terms of a strategic transaction involving AAM and Dowlais.

On November 20, 2024, representatives of J.P. Morgan, on behalf of AAM, submitted to Mr. Mackenzie Smith AAM’s revised non-binding indicative proposal (the “November 20 Proposal”) to acquire the entire issued and to-be-issued share capital of Dowlais for 0.0863 new AAM Shares and 42 pence in cash per Dowlais Share. The November 20 Proposal valued each Dowlais Share at 85.1 pence per share and valued the entire issued and to-be-issued share capital of Dowlais at £1.16 billion (based on the closing trading price of AAM Shares prior to the submission of the November 20 Proposal). The November 20 Proposal represented a premium of 55% to the closing trading price for Dowlais Shares on November 20, 2024 and a premium of 100% to the closing trading price for Dowlais Shares on November 20, 2024 when taking into account estimated synergies. In response to feedback from Dowlais and its advisors on the September 22 Proposal, the October 14 Proposal and the October 25 Proposal, the November 20 Proposal (i) increased the equity portion of the per share purchase price such that, upon completion of the proposed transaction, Dowlais Shareholders would own approximately 49% of the Combined Group, (ii) assumed estimated annual cost synergies of approximately $275-$300 million, and (iii) provided for a Dowlais fiscal year 2024 dividend of not more than 2.8 pence per ordinary Dowlais Share. The November 20 Proposal provided that it would remain subject to the conditions and assumptions set forth in the September 22 Proposal and the October 29 Letter.

On November 22, 2024, Mr. Mackenzie Smith informed Mr. Dauch that the Dowlais Board had determined that it was willing to proceed and commence customary due diligence (including confirmatory due diligence regarding estimated synergies) and the negotiation of transaction documents on the basis of the terms set forth in the November 20 Proposal.

On November 23, 2024, representatives of J.P. Morgan, on behalf of AAM, and representatives of Rothschild and representatives of Barclays, on behalf of Dowlais, held a telephone conference to discuss the proposed transaction timeline and process regarding the commencement of due diligence and the

 

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negotiation of transaction documentation, including with respect to the commencement of the parties’ antitrust and regulatory analysis and the negotiation of customary break fees to be payable by AAM in certain circumstances.

Later on November 23, 2024, representatives of A&O Shearman and Slaughter and May held a telephone conference to discuss process regarding the negotiation of transaction documentation, including with respect to the negotiation of customary break fees to be payable by AAM, a general overview of the circumstances in which, subject to negotiation, such break fees may be payable, and a proposal for a preliminary range, subject to negotiation, of the amounts of such break fees. Also on November 23, 2024, other representatives of A&O Shearman and other representatives of Slaughter and May held a separate telephone conference to discuss process regarding and status of the parties’ antitrust and regulatory analysis of the Combination.

Later on November 23, 2024, Slaughter and May circulated to A&O Shearman a draft joint defense agreement (the “Joint Defense Agreement”) to, among other things, ensure that the exchange or disclosure of certain materials between AAM and Dowlais in relation to ongoing antitrust and regulatory workstreams does not diminish the confidentiality of such materials and does not result in a waiver of any privilege, right or immunity that might otherwise be available to the AAM or Dowlais. In the days following this delivery, AAM, Dowlais and their respective external legal advisors negotiated the terms of the Joint Defense Agreement, which was executed by AAM, Dowlais and their respective external legal advisors on December 6, 2024.

On November 26, 2024, representatives of A&O Shearman communicated via email with representatives of Slaughter and May regarding the negotiation of customary break fees to be payable by AAM, a general overview of the circumstances in which, subject to negotiation, such break fees may be payable, and a revised proposal for a preliminary range, subject to negotiation, of the amounts of such break fees.

On November 28, 2024, Slaughter and May circulated to A&O Shearman a draft clean team agreement (the “Clean Team Agreement”) to, among other things, set out how confidential information that is competitively sensitive can be disclosed, used or shared between Dowlais’ “clean team” of internal and external advisors and AAM’s “clean team” of internal and external advisors. In the days following this delivery, members from AAM and Dowlais, as well as A&O Shearman and Slaughter and May, negotiated the terms of the Clean Team Agreement, which was executed on December 13, 2024.

On December 2, 2024, representatives of A&O Shearman and Slaughter and May held a telephone conference to further discuss process regarding the commencement of due diligence and the negotiation of transaction documentation, including with respect to the negotiation of customary break fees to be payable by AAM and the calculation of the amounts of such break fees. Representatives of A&O Shearman and Slaughter and May also discussed the importance of getting the parties’ respective advisors started on assessing the impact of the proposed transaction on Dowlais employee pensions.

On December 4, 2024, representatives of A&O Shearman and Slaughter and May held a telephone conference to further discuss the negotiation of customary break fees to be payable by AAM and the calculation of the amounts of such break fees.

On December 5, 2024, representatives of Slaughter and May and representatives of A&O Shearman held a telephone conference to discuss the potential impact of the proposed transaction on Dowlais employee pensions and the strategy for engaging with representatives of the trustees (the “Pension Trustees”) of Dowlais’ UK defined benefit pension schemes (the “Pension Schemes”).

On December 6, 2024, Dowlais provided AAM and its advisors with access to a virtual data room containing due diligence materials. AAM then commenced its due diligence of Dowlais, including financial, operational, legal, human resources and accounting due diligence on both corporate and operational levels. These due diligence investigations included numerous discussions among AAM and Dowlais their respective advisors, review of the information contained in the virtual data room as well as in-person meetings, including, among others, (i) a series of due diligence calls held in December 2024 among Dowlais, AAM and their respective legal and financial advisors, and (ii) in-person meetings among AAM and Dowlais their respective advisors held over a two-week period in January 2025 to validate and develop support for the estimated synergies attributable to the proposed transaction. The virtual data room was iteratively updated

 

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with additional due diligence information responsive to requests for additional information from AAM and its advisors. Furthermore, members of AAM management and representatives of J.P. Morgan and A&O Shearman also provided information about AAM to Dowlais, including providing Dowlais and its advisors with access to a virtual data room containing due diligence materials relating to AAM financial and business, legal, accounting, tax and employee matters. These due diligence investigations by Dowlais, AAM and their respective legal and financial advisors continued throughout the period leading up to the release of the Offer Announcement and the signing of the Co-operation Agreement.

On December 17 and 18, 2024, representatives of AAM management and representatives of Dowlais management held a series of in-person meetings to facilitate the exchange of certain non-public information concerning AAM, Dowlais and their respective businesses. At these meetings, representatives of Dowlais management gave representatives of AAM management presentations on Dowlais’ businesses and product lines, including certain financial information relating to Dowlais’ historical and expected operating performance.

On December 18, 2024, AAM, Dowlais and their respective advisors held an introductory teleconference with representatives of the Pension Trustees to discuss the impact of the proposed transaction on the Pension Schemes. From December 18, 2024, throughout the period leading up to the release of the Offer Announcement and the signing of the Co-operation Agreement, AAM, Dowlais and their respective advisors worked together with the Pension Trustees and their respective advisors to discuss and address the impact of the proposed transaction on the Pension Schemes and the provision of appropriate comfort to the Pension Trustees going forward.

On December 20, 2024, representatives of Slaughter and May sent representatives of A&O Shearman an initial draft of the Co-operation Agreement.

On January 2, 2025, representatives of Slaughter and May sent representatives of A&O Shearman an initial draft of a schedule to the Co-operation Agreement setting forth a proposal for certain Dowlais employee and remuneration matters in connection with the proposed transaction (the “Remuneration Schedule”), including with respect to, among other things, employee compensation and benefits, treatment of outstanding Dowlais equity awards, and employee retention.

On January 6, 2025, representatives of A&O Shearman sent representatives of Slaughter and May an initial draft of the Offer Announcement. From January 6, 2025, throughout the period leading up to the release of the Offer Announcement and the signing of the Co-operation Agreement, members of the management teams of each of AAM and Dowlais, as well as representatives of their respective legal, accounting and financial advisors, held multiple discussions for the purpose of discussing the various matters to be completed in order for AAM to announce definitive terms of a recommended offer to acquire the entire issued and to-be-issued share capital of Dowlais, including negotiation of governance matters and other transaction terms, analysis of the regulatory and antitrust clearances required for closing of the proposed transaction, this proxy statement and the Scheme Document, assessment of potential synergies expected to result from the proposed transaction, disclosure and financial reporting in connection with the proposed transaction, and transaction structuring and tax matters.

On January 12, 2025, representatives of A&O Shearman sent representatives of Slaughter and May a revised draft of the Co-operation Agreement.

On January 14, 2025, AAM and Dowlais entered into an amended and restated Confidentiality Agreement (the “Revised Confidentiality Agreement”) to provide for, among other things, (a) reciprocal customary non-solicit provisions from the date of the Revised Confidentiality Agreement until twelve (12) months following the earlier of (i) the cessation of discussions between AAM and Dowlais in relation to the Combination and (ii) the termination or lapse of the Scheme of Arrangement (or, if the Combination is implemented by way of a takeover offer, the takeover offer), and (b) a customary “standstill” provision applicable to AAM only for a period of 12 months after the date of the Revised Confidentiality Agreement, in each case subject to customary carve-outs.

On January 17, 2025, representatives of Slaughter and May sent representatives of A&O Shearman a revised draft of the Co-operation Agreement.

 

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Later on January 17, 2025, representatives of A&O Shearman sent representatives of Slaughter and May an initial draft form of director irrevocable undertaking (the “Irrevocable Undertakings”) to be executed by Dowlais directors who hold Dowlais Shares and pursuant to which such Dowlais directors would undertake to vote in favor (or procure a vote in favor) of the Scheme of Arrangement at the Court Meeting and the resolutions to be proposed at the Dowlais General Meeting. For further discussion of the terms of the Irrevocable Undertakings, see the section of this proxy statement entitled “Information About the Combination — Irrevocable Undertakings”.

Later on January 17, 2025, representatives of A&O Shearman sent representatives of Slaughter and May a term sheet counter proposal in connection with the employee and remuneration matters set forth in the Remuneration Schedule. From January 17, 2025 through January 23, 2025, representatives of A&O Shearman and AAM and representatives of Slaughter and May and Dowlais held several telephone conferences regarding, and continued to develop, the Remuneration Schedule and corresponding term sheet proposals. These discussions covered various aspects of the treatment of Dowlais employees and remuneration following the Combination, including, among other things: (i) the maintenance of employee compensation and benefits, (ii) treatment of outstanding share awards and cash long-term incentive awards, (iii) employee retention, (iv) Dowlais annual bonuses, (v) severance criteria, and (vi) treatment of non-executive directors.

On January 18, 2025, Messrs. Dauch and Mackenzie Smith held a telephone conference to discuss process for continued engagement with the Pension Trustees and the importance of getting the parties’ respective legal advisors together to address open remuneration points in the transaction documents.

On January 22, 2025, Messrs. Mackenzie Smith and Dauch held a telephone conference to discuss open negotiation points in the transaction documents, including open points with respect to the Remuneration Schedule.

On January 23, 2025, AAM convened a special meeting of the AAM Board, at which representatives of AAM’s management and representatives of J.P. Morgan, A&O Shearman, and McKinsey & Company Inc. were present. Prior to the meeting, representatives of A&O Shearman provided the AAM Board with substantially final versions of the Offer Announcement and the Co-operation Agreement, and representatives of J.P. Morgan provided the AAM Board with updated relationship disclosure information regarding its material investment banking relationships with Dowlais during the period January 1, 2023 to December 31, 2024. At the meeting, members of AAM management (i) updated the AAM Board on the status of discussions with Dowlais, including an overview of the progress made at the synergy meetings between representatives of AAM and representatives of Dowlais that were held in London earlier that month, (ii) presented to the AAM Board an overview of AAM’s analysis of the estimated synergies that could be achieved from a potential combination of AAM and Dowlais, and (iii) an overview of the scope of, and material findings from, due diligence undertaken thus far by AAM and its advisors, as well as key open due diligence items. AAM management then presented and reviewed with the AAM Board the AAM Financial Projections and the AAM-Dowlais Financial Projections (each as defined and more fully described below in the section entitled “Information About the Combination — Certain Unaudited Prospective Financial Information”). Following discussion, the AAM Board approved the AAM Financial Projections and the AAM-Dowlais Financial Projections for use in connection with the potential transaction, including for distribution to J.P. Morgan for its use and reliance in connection with its financial analyses and fairness opinion. Representatives of J.P. Morgan then provided the AAM Board with an update on AAM’s and Dowlais’ trading performance, an overview of the strategic rationale for the proposed transaction, and preliminary financial analysis with respect to proposed transaction, including the pro forma financial profile of the Combined Group (including with respect to, among other things, expected margin, cash flow, balance sheet and earnings accretion) and illustrative deal terms for the proposed transaction, highlighting the consideration to be paid to Dowlais Shareholders and the implied premiums for Dowlais Shares. Thereafter, representatives of A&O Shearman (i) again reviewed with the AAM Board the AAM Board’s fiduciary duties under Delaware law, including its fiduciary duties when considering whether to pursue a potential strategic transaction involving Dowlais, (ii) provided an overview of the antitrust and regulatory analysis that had been conducted by A&O Shearman regarding the proposed transaction, as well the preliminary conclusions of such analysis (including an overview of the jurisdictions where filings are expected to be made in connection with the proposed transaction) and the anticipated timeline and proposed

 

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strategy for obtaining regulatory approvals, and (iii) reviewed with the AAM Board the principal terms of, and the principal open negotiation points in, the Offer Announcement and the Co-operation Agreement, each of which had been provided to the AAM Board in advance of the meeting, including with respect to (1) the scope of AAM’s obligations in connection with obtaining regulatory approvals (including terms around the Long Stop Date and control of the strategy for obtaining regulatory approvals), (2) the break fee payments payable in certain circumstances by AAM (including upon failure to obtain approval of AAM Stockholders, failure to obtain necessary regulatory approvals to permit the consummation of the Combination or an AAM Board Recommendation Change), and (3) the treatment of Dowlais equity awards and the parameters of a customary retention bonus pool. Following these presentations and further discussion among the participants at the meeting, the AAM Board authorized AAM management to complete the negotiation of the transaction documents, subject to final approval of the terms and conditions by the AAM Board.

Later on January 23, 2025, representatives of Slaughter and May sent representatives of A&O Shearman an initial draft of a proposed memorandum of understanding (the “Pensions Agreement”) to be entered into among AAM, Dowlais and the Pension Trustees to address the impact of the proposed transaction on the Pension Schemes, and pursuant to which proposed Pensions Agreement AAM would agree to, following and subject to the closing of the Combination, (i) consult with the Pension Trustees before changing the key terms of the material intercompany balances of the main entities supporting the Pension Schemes’ employer covenant and before effecting any intra-group reorganization that would move material subsidiaries supporting the Schemes’ employer covenant to another part of the Combined Group; (ii) share information with the Pension Trustees at agreed regular intervals regarding the Combined Group’s financial performance and business prospects, progress on delivering synergies and material corporate events; and (iii) support the objective of the Pension Schemes of achieving full funding on a low dependency funding basis by the “relevant date” in accordance with pensions legislation and will consider in good faith potential courses of action to achieve that objective as part of the next actuarial valuation.

From January 23, 2025 through January 27, 2025, representatives of A&O Shearman and Slaughter and May continued to exchange drafts of the Co-operation Agreement (including the Remuneration Schedule) and the Offer Announcement and engaged in negotiations and discussions regarding the terms and conditions of the Co-operation Agreement and the statements in the Offer Announcement, including with respect to: (i) the scope of AAM’s obligations in connection with obtaining regulatory and other third party approvals (including divestiture obligations of AAM), (ii) the treatment of potential United States federal income tax consequences that may apply upon the receipt of New AAM Shares by Dowlais Shareholders, (iii) the descriptions of the background to and reasons for the Combination, (iv) the interim operating covenants applicable to AAM, (v) the treatment of Dowlais equity awards, (vi) the composition of the board of directors and leadership of the Combined Group, (vii) the circumstances under which each party can pay dividends prior to the consummation of the Combination, (viii) employee and pension matters, (ix) the Long Stop Date, and (x) the break fee payments payable in certain circumstances by AAM, including upon failure to obtain approval of AAM Stockholders, failure to obtain necessary regulatory approvals to permit the consummation of the Combination or upon an AAM Board Recommendation Change. For further discussion of the terms of the transaction documents and the resolution of the above matters, see the section of this proxy statement entitled “Information About the Combination — The Offer Announcement and the Scheme of Arrangement” and “Information About the Combination — The Co-operation Agreement”. In addition, representatives of A&O Shearman and Slaughter and May continued to negotiate the terms of the Irrevocable Undertakings to be entered into by Dowlais directors who hold Dowlais Shares, and representatives of A&O Shearman, Slaughter and May and the Pension Trustees continued to negotiate the terms of the Pensions Agreement. For further discussion of the terms of the Irrevocable Undertakings, see the section of this proxy statement entitled “Information About the Combination — Irrevocable Undertakings”.

On January 27, 2025, AAM convened a telephonic special meeting of the AAM Board, at which representatives of AAM’s management and representatives of J.P. Morgan and A&O Shearman were present, to review and discuss the final terms of the Offer Announcement and the Co-operation Agreement and to consider and vote upon the proposed transaction. At the meeting, members of AAM management updated the AAM Board on the synergies analysis, including the status of the external verification work and report regarding the estimated synergies. AAM management then updated the AAM Board regarding the

 

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completion of remaining open due diligence items. Representatives of J.P. Morgan then presented its financial analysis with respect to proposed transaction and confirmed to the AAM Board that there had been no material changes to such analyses from the presentation made by J.P. Morgan during the January 23, 2025 meeting of the AAM Board. After presenting illustrative deal terms for the proposed transaction, highlighting the consideration to be paid to Dowlais Shareholders and the implied premiums for Dowlais Shares, representatives of J.P. Morgan rendered its oral opinion (which was subsequently confirmed by delivery of a written opinion dated January 27, 2025) to the AAM Board that, as of the date of the opinion and based upon and subject to the factors and assumptions set forth in its opinion, the consideration to be paid by AAM in the proposed Combination was fair, from a financial point of view, to AAM (as more fully described below in the section entitled “Information About the Combination — Opinion of J.P. Morgan”). Thereafter, representatives of A&O Shearman (i) again reviewed with the AAM Board the AAM Board’s fiduciary duties under Delaware law, including its fiduciary duties when considering whether to pursue a potential strategic transaction involving Dowlais, (ii) discussed the resolution of the material open points from the draft Offer Announcement and Co-operation Agreement that were previously reviewed with the AAM Board at its January 23, 2025 meeting, and (iii) reported to the AAM Board that the Offer Announcement, Co-operation Agreement and Pensions Agreement were each in agreed form subject only to immaterial and customary changes necessary to finalize the documents.

Following these presentations and discussions, and after careful consideration of the information presented by AAM management and AAM’s legal and financial advisors at the January 27, 2025 meeting as well as at prior meetings of, and updates provided to, the AAM Board, the AAM Board unanimously (i) determined that the Offer Announcement, the Co-operation Agreement, the Combination and the transactions contemplated thereby, on the terms presented to the AAM Board, are advisable, fair to and in the best interests of AAM and the AAM Stockholders, (ii) authorized and approved the Offer Announcement, the Co-operation Agreement, the Combination and the transactions contemplated thereby (including the Charter Amendment and the Share Issuance), on the terms presented to the AAM Board, (iii) directed that the approval of the Charter Amendment and the Share Issuance be submitted to a vote of AAM Stockholders, and (iv) resolved, subject to the exceptions set forth in the Co-operation Agreement, to recommend that AAM Stockholders vote to approve the Charter Amendment and the Share Issuance. For further information concerning the factors considered by the AAM Board in reaching its unanimous determination, see the sections of this proxy statement entitled “Information About the Combination — Reasons for the Combination”.

Later on January 27, 2025, Mr. Dauch contacted Mr. Mackenzie Smith to inform him of the results of the special meeting of the AAM Board.

Throughout the day on January 28, 2025 and into the morning of January 29, 2025, AAM, Dowlais and their respective advisors finalized the terms of the Offer Announcement and finalized and entered into the Co-operation Agreement. Also on the morning of January 29, 2025, AAM, Dowlais and the Pension Trustees entered into the Pensions Agreement. The Pensions Agreement contains confirmations from the Pension Trustees that, based on the information provided by AAM, the Pension Trustees consider that the Combination would not have a materially detrimental effect on the Pension Schemes.

Before the opening of trading on the NYSE on January 29, 2025, AAM issued a press release announcing entry by AAM and Dowlais into the Co-operation Agreement and that AAM intended to make a recommended offer to acquire the entire issued and to-be-issued share capital of Dowlais pursuant to Rule 2.7 of the Takeover Code.

Later in the day on January 29, 2025, AAM filed a Current Report on Form 8-K with the SEC summarizing the terms of the Offer Announcement and the Co-operation Agreement and attached as exhibits to the Current Report on Form 8-K copies of the Offer Announcement, the Co-operation Agreement, AAM’s press release relating to the Combination, and an investor presentation relating to the Combination.

Reasons for the Combination

At a meeting held on January 27, 2025, and after careful consideration of the information presented by AAM management and AAM’s legal and financial advisors at the January 27, 2025 meeting as well as at prior meetings of, and updates provided to, the AAM Board, the AAM Board unanimously (i) determined

 

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that the Offer Announcement, the Co-operation Agreement, the Combination and the transactions contemplated thereby, on the terms presented to the AAM Board, are advisable, fair to and in the best interests of AAM and the AAM Stockholders, (ii) authorized and approved the Offer Announcement, the Co-operation Agreement, the Combination and the transactions contemplated thereby (including the Charter Amendment and the Share Issuance), on the terms presented to the AAM Board, (iii) directed that the approval of the Charter Amendment and the Share Issuance be submitted to a vote of AAM Stockholders, and (iv) resolved, subject to the exceptions set forth in the Co-operation Agreement, to recommend that AAM Stockholders vote “FOR” the Charter Amendment Proposal and “FOR” the Share Issuance Proposal.

In reaching its decision to approve the Offer, the Combination and the other transactions contemplated thereby, and to recommend that AAM Stockholders vote “FOR” the Charter Amendment Proposal and “FOR” the Share Issuance Proposal, the AAM Board consulted with AAM’s senior management, A&O Shearman, and J.P. Morgan, and considered a number of factors that it believed supported its determination, including the following material factors (not necessarily in order of importance):

•

Leading global driveline and metal-forming supplier with significant size and scale.   The Combined Group would benefit from greater scale and diversification, which brings numerous benefits including: financial and operational resilience, enabling the business to adapt to demand fluctuations and macroeconomic events; strengthened relationships with customers and other industry stakeholders; a competitive cost base driven by economies of scale; pooled resources for research and development and investment, including electric vehicle transition and new technologies; and increased agility and flexibility in a dynamic, fast-moving industry.

​

•

Comprehensive powertrain-agnostic product portfolio with leading technology.   The Combination would create an industry-leading portfolio of products across a broad range of automotive segments, supporting internal combustion engine, hybrid and electric powertrains. The metal forming and powder metallurgy product groups would provide both vertical integration capabilities and further diversification beyond the auto industry. The Combined Group would benefit from enhanced scale to fund investments in future innovation in its powertrain-agnostic product portfolio.

​

•

Diversified customer base with expanded and balanced geographic presence.   The Combined Group would be a truly global supplier, serving a wide range of vehicles with a well-diversified and complementary customer base. Additionally, the Combined Group would benefit from a more balanced regional presence. AAM’s position in pickup trucks and SUVs and Dowlais’ position across multiple other vehicle segments globally would create an attractive business portfolio. The combined businesses would also have strong foundations to serve the large and growing Chinese vehicle market, in particular with emerging domestic Chinese OEMs that are positioned for global growth. As a result, the Combined Group would be well-positioned to support and profitably participate in the transition to alternate propulsion technologies in all regions.

​

•

Compelling industrial logic with approximately $300 million of synergies.   The complementary nature of AAM’s and Dowlais’ businesses would enable the creation of significant, annual run rate cost synergies of approximately $300 million, expected to be substantially achieved by the end of the third year after consummation of the Combination. This synergies estimate was the result of a robust synergy identification and scoping process, which included appointment of global consulting firms by both AAM and Dowlais to assist in reviewing synergy opportunities, detailed diligence sessions with respect to synergies that were conducted by AAM and Dowlais management teams, and reports by Deloitte LLP (“Deloitte”) and J.P. Morgan in compliance with Rule 28 of the Takeover Code (see Annex V of this proxy statement, which sets out the details and bases of belief of the anticipated quantified financial benefits of the Combination). The AAM management team has a proven acquisition track record, having successfully integrated and delivered significant cost synergy value through the acquisitions of Metaldyne Performance Group and Tekfor Group. Additionally, the Dowlais management team has demonstrated a proven track record of restructuring resulting in operational improvements.

​

•

High margins, with strong earnings accretion, cash flow and balance sheet.   The Combined Group’s enhanced customer, geographic, and product diversification would support a best-in-class financial profile with clear opportunities for improved profitability. The Combination would result in an attractive financial profile within the automotive supplier landscape, with revenue of approximately

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$12 billion and Adjusted EBITDA margins of approximately 14% (inclusive of run rate synergies). AAM’s capital allocation policy would prioritize debt repayment while supporting organic growth until net leverage is below 2.5 times, at which point AAM would move to a more balanced capital allocation policy. The Combined Group would expect to have high earnings accretion in the first full year following the consummation of the Combination.

•

Knowledge of Dowlais.   The AAM Board’s and AAM management’s knowledge of AAM’s business, operations, financial condition, and prospects, and its and their understanding of Dowlais’ business, operations, financial condition, and prospects.

​

•

Current Business Environment.   The current and prospective business environment in which AAM and Dowlais operate, including international, national and local economic conditions and the competitive and regulatory environment, and the likely effect of these factors on AAM and the Combined Group.

​

•

Exchange Ratio.   The fact that the exchange ratio for New AAM Shares in the Combination is fixed and will not adjust for any decrease in the trading price of AAM Shares prior to the consummation of the Combination.

​

•

Financing Ability.   The belief of the AAM Board, after its review and discussion of various factors, including the terms of the proposed financing for the Combination (including fees and interest), and following consultation with its advisors, that it was likely that AAM would be able to obtain the necessary financing to pay the aggregate cash portion of the Offer consideration and that the Combined Group would be able to repay, service or refinance any indebtedness incurred in connection with the Combination and, to the extent such indebtedness remains outstanding, to comply with the financial covenants applicable to such indebtedness.

​

•

Superior to Potential Alternatives.   A review of the potential alternatives to the Combination, including growing organically, or pursuing alternative acquisitions and strategic transactions; the perceived value to AAM Stockholders of such alternatives, including the timing and likelihood of accomplishing and creating value through such alternatives; and the assessment of the AAM Board that none of these alternatives was reasonably likely to result in greater value for AAM Stockholders than the Combination.

​

•

Opinion of J.P. Morgan.   The oral opinion of J.P. Morgan (which was subsequently confirmed by delivery of a written opinion dated January 27, 2025) to the AAM Board that, as of the date of the opinion and based upon and subject to the factors and assumptions set forth in its opinion, the consideration to be paid by AAM in the proposed Combination was fair, from a financial point of view, to AAM (as more fully described below in the section entitled “Information About the Combination — Opinion of J.P. Morgan”).

​

•

Recommendation by AAM Management.   The recommendation of AAM’s management in favor of the Offer Announcement, the Co-operation Agreement, the Combination and the transactions contemplated thereby.

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•

Due Diligence by AAM Management.   The scope of the due diligence investigations of Dowlais conducted by AAM management and its outside advisors, and the results of those investigations.

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•

AAM Recommendation Withdrawal.   AAM management’s ability, under certain circumstances, subject to the limitations imposed by the Co-operation Agreement, to withhold, withdraw, qualify or modify its recommendation that AAM Stockholders approve the Charter Amendment Proposal and the Share Issuance Proposal.

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Co-operation Agreement Terms.

•

The Co-operation Agreement is the result of arm’s-length negotiations and includes terms and conditions that are reasonable in the judgment of the AAM Board.

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•

The review of the AAM Board, together with its independent legal advisor, A&O Shearman, of the material terms of the Offer Announcement and the Co-operation Agreement, including (i) the AAM Board’s ability, under certain circumstances, and subject to the payment of a break fee to Dowlais,

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to withhold, withdraw, qualify or modify its recommendation that AAM Stockholders approve the Charter Amendment Proposal and the Share Issuance Proposal in connection with the Combination, (ii) AAM’s ability, under certain circumstances and subject to certain conditions, to enter into or participate in discussions or negotiations regarding, or furnish information with respect to, or otherwise co-operate in any way that could otherwise be reasonably expected to lead to, an AAM Alternative Proposal, as more fully described below under the heading “Information About the Combination — Non-Solicitation Applicable to AAM,” as well as (iii) AAM’s ability, subject to the consent of the Panel, the terms of the Co-operation Agreement, and certain conditions having occurred, to elect to implement the Combination by way of a takeover offer, as more fully described below under the heading “Information About the Combination — Right to Switch to a Takeover Offer.”

•

Likelihood of Consummation.   The likelihood that the Combination would be consummated, including after consideration of the risks related to certain conditions and requirements that may be imposed by regulators to obtain approvals.

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•

AAM Stockholders’ Choice.   The condition to the Combination that the Charter Amendment and the Share Issuance must be approved by the requisite approval of AAM Stockholders at the Special Meeting, such that AAM Stockholders will have the right to approve or disapprove the Charter Amendment and the Share Issuance.

​

The AAM Board also considered a number of potential conflicts, risks and uncertainties of the Combination in connection with its deliberation, including, without limitation, the following (not necessarily in order of importance):

•

Diversion of Management Attention.   The potential risk of diverting management attention and resources from the operation of AAM’s business and towards the consummation of the Combination and post-consummation integration efforts.

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•

Possible Failure to Achieve Synergies.   The potential risks associated with achieving anticipated cost synergies and savings, including the Estimated Synergies, and that such synergies and savings, including such Estimated Synergies, might not be achieved at all, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated, and successfully integrating Dowlais’ business, operations and workforce with those of AAM.

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•

Possible Failure to Meet Expectations.   The risk that Dowlais’ financial performance may not meet AAM’s expectations.

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•

Employee Attrition and Business Relations.   The risk that efforts to consummate the Combination could potentially result in employee attrition, adverse effects on business and customer relationships, or negative publicity.

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•

Fixed Exchange Ratio.   With the stock portion of the consideration of the Combination based on a fixed exchange ratio, the risk that the value of the stock portion of the consideration to be paid to Dowlais Shareholders would increase during the pendency of the Combination.

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•

Dilution.   The dilution of the ownership interests of AAM Stockholders in AAM that will result from the Share Issuance, and the fact that AAM Stockholders will have a reduced ownership and voting interest in AAM after the Combination and will exercise less influence over the board of directors, management and policies of AAM.

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•

Closing Certainty.   While AAM expects that the Combination will be consummated, there can be no assurance that all of the conditions to the obligations of Dowlais and AAM to complete the Combination, as set forth in the Offer Announcement and Co-operation Agreement, will be satisfied, including the risk that the requisite Clearances, the requisite approval of Dowlais Shareholders or the requisite approval of AAM Stockholders of the Charter Amendment Proposal and the Share Issuance Proposal might not be obtained, or that the Scheme of Arrangement might not be made effective by the Long Stop Date and, as a result, the Combination may not be completed in a timely manner or at all.

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•

Restrictions on Conduct of Business.   The fact that the Co-operation Agreement contains certain customary restrictions on the ability of AAM to conduct its business in the period between the Offer

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Announcement and the consummation of the Combination, in that Dowlais’ consent is required in respect matters commonly subject to pre-consummation restrictions, as further described in the section of this proxy statement entitled “Information About the Combination — The Co-operation Agreement — Conduct of Business.”

•

Impact of Offer Announcement.   Failure to consummate the Combination could cause AAM to incur significant expenses or lead to negative perception among investors.

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•

Dowlais Recommendation Withdrawal.   The fact that the Takeover Code limits the contractual commitments that could be obtained from Dowlais to take (or not take) actions in furtherance of the Combination, and that the Dowlais Board may, if its fiduciary and other directors’ duties so require, withdraw its recommendation of the Combination at any time prior to the consummation of the Combination.

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•

Termination of the Co-operation Agreement.   The right of Dowlais to terminate the Co-operation Agreement in certain circumstances, as further described in the section of this proxy statement entitled “Information About the Combination — The Co-operation Agreement — Termination of the Co-operation Agreement.”

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•

AAM Break Fee Payments.   The fact that, upon the occurrence of certain events, AAM may be required to pay Dowlais certain break fee payments of up to $50 million under the Co-operation Agreement, as further described in the section titled “Information About the Combination — The Co-operation Agreement — Break Fee Payment Events.”

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•

No Dowlais Break Fee Payment.   The fact that the Takeover Code does not permit Dowlais to pay any break payment to AAM if the Dowlais Board withdraws its recommendation of the Combination, nor can Dowlais be subject to any restrictions on soliciting or negotiating other offers or transactions involving Dowlais other than the restrictions that arise under the Takeover Code against Dowlais taking actions or entering into agreements that might frustrate AAM’s offer for Dowlais.

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•

Potential Litigation.   The outcome of any legal proceedings, to the extent initiated against AAM, Dowlais or others relating to the Combination.

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•

Consent of Panel Required to Invoke Failure of Conditions.   The fact that the Takeover Code provides that certain conditions to the Combination may be invoked only where the circumstances underlying the failure of the condition are of material significance to AAM in the context of the Combination, and therefore the consent of the Panel is required in order to exercise AAM’s right to invoke the failure of certain conditions to the Combination, and there is no assurance the Panel would so consent.

​

•

Restructuring and Integration Costs.   The significant restructuring and integration costs that may be incurred in connection with the Combination, as further described in the section of this proxy statement entitled “Certain Unaudited Prospective Financial Information — Certain Estimated Synergies.”

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•

Increased Indebtedness.   The fact that AAM will incur substantial indebtedness in connection with financing the Combination that will, at least in the short term, among other things, reduce funds available for potential acquisitions and general corporate purposes and potentially increase the cost of capital.

​

•

Other Risks.   The risks of the type and nature described above in the section of this proxy statement entitled “Risk Factors.”

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The foregoing discussion of the information and factors considered by the AAM Board is not intended to be exhaustive but includes material factors considered by the AAM Board. In light of the number and wide variety of factors considered in reaching its decision to approve the Combination, the Offer and the other transactions contemplated by the Offer Announcement and the Co-operation Agreement, the AAM Board did not quantify or assign any relative weights to the factors considered, and each individual director applied his or her own personal business judgment to the process and may have given different weights to different factors. The AAM Board considered all these factors as a whole, including discussions

 

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with and questioning of AAM’s senior management and AAM’s independent financial and legal advisors, and overall considered the factors to be favorable to, and to support, its determination.

The AAM Board recommends that AAM Stockholders vote “FOR” the Charter Amendment Proposal, “FOR” the Share Issuance Proposal and “FOR” the Adjournment Proposal.

This summary of the reasoning of the AAM Board and other information presented in this section contains information that is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section of this proxy statement entitled “Cautionary Statement Concerning Forward-Looking Statements.”

Recommendation of the AAM Board

Based on the reasons for the recommendations discussed above in the section entitled “Information About the Combination — Reasons for the Combination,” the AAM Board has unanimously determined that the Offer Announcement, the Co-operation Agreement, the Combination and the transactions contemplated thereby, on the terms presented to the AAM Board, are advisable, fair to and in the best interests of AAM and the AAM Stockholders and has unanimously authorized and approved the Offer Announcement, the Co-operation Agreement, the Combination and the transactions contemplated thereby (including the Charter Amendment and the Share Issuance), on the terms presented to the AAM Board. The AAM Board therefore recommends that you vote “FOR” the Charter Amendment Proposal, “FOR” the Share Issuance Proposal and “FOR” the Adjournment Proposal.

Opinion of J.P. Morgan

Pursuant to an engagement letter, AAM retained J.P. Morgan to act as financial advisor to AAM in connection with the proposed Combination.

At the meeting of the AAM Board on January 27, 2025, J.P. Morgan rendered its oral opinion to the AAM Board that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the consideration to be paid by AAM in the proposed Combination was fair, from a financial point of view, to AAM. J.P. Morgan has confirmed its January 27, 2025 oral opinion by delivering its written opinion to the AAM Board, dated as of January 27, 2025, that, as of such date, the consideration to be paid by AAM in the proposed Combination was fair, from a financial point of view, to AAM.

The full text of the written opinion of J.P. Morgan, dated as of January 27, 2025, which sets forth, among other things, the assumptions made, matters considered and limits on the review undertaken, is attached as Annex IV to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. AAM Stockholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the AAM Board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed Combination, was directed only to the consideration to be paid in the Combination and did not address any other aspect of the Combination. J.P. Morgan expressed no opinion as to the fairness of the consideration to the holders of any class of securities, creditors or other constituencies of AAM or as to the underlying decision by AAM to engage in the proposed Combination. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The opinion does not constitute a recommendation to any AAM Stockholder as to how such stockholder should vote with respect to the proposed Combination or any other matter.

In arriving at its opinion, J.P. Morgan, among other things:

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reviewed a draft, dated January 27, 2025, of the Co-operation Agreement;

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reviewed certain publicly available business and financial information concerning AAM and Dowlais and the industries in which they operate;

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compared the proposed financial terms of the Combination with the publicly available financial terms of certain transactions involving companies J.P. Morgan deemed relevant and the consideration received for such companies;

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•

compared the financial and operating performance of AAM and Dowlais with publicly available information concerning certain other companies J.P. Morgan deemed relevant and reviewed the current and historical market prices of AAM Shares and Dowlais Shares and certain publicly traded securities of such other companies;

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reviewed certain internal financial analyses and forecasts prepared by or at the direction of the management of AAM and Dowlais relating to their respective businesses, as well as the estimated amount and timing of the cost savings and related expenses and synergies expected to result from the Combination (the “Estimated Synergies” and the statement made by the directors of AAM regarding the Estimated Synergies set out in Part 1 of Appendix 6 to the Rule 2.7 Announcement, the “Quantified Financial Benefits Statement”) and reviewed a draft report relating to the Quantified Financial Benefits Statement; and

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performed such other financial studies and analyses and considered such other information as J.P. Morgan deemed appropriate for the purposes of its opinion.

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In addition, J.P. Morgan held discussions with certain members of the management of AAM and Dowlais with respect to certain aspects of the Combination, and the past and current business operations of AAM and Dowlais, the financial condition and future prospects and operations of AAM and Dowlais, the effects of the Combination on the financial condition and future prospects of AAM and Dowlais, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by AAM and Dowlais or otherwise reviewed by or for J.P. Morgan, and J.P. Morgan did not independently verify (and did not assume responsibility or liability for independently verifying) any such information or its accuracy or completeness. J.P. Morgan did not conduct or was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of AAM and Dowlais under any applicable laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, including the Estimated Synergies, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of AAM and Dowlais to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts (including the Estimated Synergies) or the assumptions on which they were based. J.P. Morgan also assumed that the Combination will have the tax consequences described in discussions with, and materials furnished to J.P. Morgan by, representatives of AAM, and that the other transactions contemplated by the Co-operation Agreement will be consummated as described in the Co-operation Agreement, and that the definitive Co-operation Agreement would not differ in any material respect from the draft thereof provided to J.P. Morgan. J.P. Morgan has also assumed that the Consideration Adjustments will not result in any adjustment to the consideration that is material to J.P. Morgan’s analysis. J.P. Morgan also assumed that the representations and warranties made by AAM and Dowlais in the Co-operation Agreement and the related agreements were and will be true and correct in all respects material to its analysis. J.P Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to AAM with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Combination will be obtained without any adverse effect on AAM and Dowlais or on the contemplated benefits of the Combination.

The projections furnished to and relied upon by J.P. Morgan were prepared by AAM’s management. AAM does not publicly disclose internal management projections of the type provided to J.P. Morgan in connection with J.P. Morgan’s analysis of the proposed Combination, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of AAM’s management, including, without limitation, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in such projections. For more information regarding the use of projections and other forward-looking statements, please refer to the section entitled “Information About the Combination — Certain Unaudited Prospective Financial Information” beginning on page 72 of this proxy statement.

 

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J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion, and that J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the consideration to be paid by AAM in the proposed Combination, and J.P. Morgan has expressed no opinion as to the fairness of any consideration to the holders of any class of securities, creditors or other constituencies of AAM or the underlying decision by AAM to engage in the Combination. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the proposed Combination, or any class of such persons relative to the consideration in the proposed Combination or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which AAM Shares or Dowlais Shares will trade at any future time.

The terms of the Co-operation Agreement, including the consideration, were determined through arm’s length negotiations between AAM and Dowlais, and the decision to enter into the Co-operation Agreement was solely that of the AAM Board. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the AAM Board in its evaluation of the proposed Combination and should not be viewed as determinative of the views of the AAM Board or management with respect to the proposed Combination or the consideration.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodology in rendering its opinion to the AAM Board on January 27, 2025, and contained in the presentation delivered to the AAM Board on such date in connection with the rendering of such opinion and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

Public Trading Multiples.   Using publicly available information, J.P. Morgan compared selected financial data of AAM with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be analogous to AAM and Dowlais. The companies selected by J.P. Morgan were:

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BorgWarner

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Linamar

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Garrett Motion

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Dana

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Martinrea

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Nemak

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None of the selected companies reviewed is identical or directly comparable to AAM or Dowlais, and certain of these companies may have characteristics that are materially different from those of AAM or Dowlais. However, these companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered sufficiently similar in certain respects to AAM or Dowlais. The analysis necessarily involves complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies differently than they would affect AAM or Dowlais. For each public reference company, publicly available financial information through the twelve months ended December 31, 2025, was measured. Based on these values, J.P. Morgan selected a range of 3.5x – 5.0x of Enterprise Value to Adjusted EBITDA. These multiples were then applied to AAM’s Adjusted EBITDA for the fiscal year ended December 31, 2025, of $727 million, assuming AAM’s net debt and other debt-like items, yielding implied share prices for AAM Shares of approximately $3.80 to

 

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$12.60 per share. These multiples were also applied to Dowlais’ Adjusted EBITDA for the fiscal year ended December 31, 2025, of $693 million, assuming Dowlais’ net debt and other debt-like items, yielding implied trading values for Dowlais Shares of approximately £0.70 to £1.30 per share.

Selected Transaction Analysis.   Using publicly available information, J.P. Morgan examined selected transactions of companies that are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered sufficiently similar in certain respects to AAM or Dowlais. Specifically, J.P. Morgan reviewed the following transactions:

Based on these values, J.P. Morgan selected a range of 4.0x – 5.5x of Adjusted EBITDA. These multiples were then applied to AAM’s Adjusted EBITDA for the fiscal year ended December 31, 2024, of $749 million, assuming AAM’s net debt and other debt-like items, yielding implied share prices for AAM Shares of approximately $7.50 and $16.50 per share. These multiples were also applied to Dowlais’ Adjusted EBITDA for the fiscal year ended December 31, 2024, of $630 million, assuming Dowlais’ net debt and other debt-like items, yield implied trading values for Dowlais Shares of approximately £0.70 to £1.30 per share.

AAM Discounted Cash Flow Analysis.   J.P. Morgan conducted a discounted cash flow analysis of AAM for the purpose of determining the fully diluted equity value per AAM Share. J.P. Morgan calculated the unlevered free cash flows that AAM is expected to generate during fiscal years 2025 through 2029 based upon financial projections prepared by the management of AAM through the years ended 2029. J.P. Morgan also calculated a range of terminal asset values of AAM at the end of the five-year period ending 2029 by applying a terminal growth rate ranging from (0.5)% to 0.5% of the unlevered free cash flow of AAM during the final year of the five-year period. The unlevered free cash flows and the range of terminal asset values were then discounted to present values using a range of discount rates from 8.00% to 9.50%, which were chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of AAM. The present value of the unlevered free cash flows and the range of terminal asset values were then adjusted for AAM’s cash balance as of the fiscal year end December 31, 2024, and total debt. Based on the adjusted management projections and a discount rate ranging from 8.00% to 9.50%, the discounted cash flow analysis indicated a range of equity values of between $13.20 and $22.10 per AAM Share, round to the nearest tenth, on a stand-alone basis (i.e., without synergies).

Dowlais Discounted Cash Flow Analysis.   In addition, J.P. Morgan conducted a discounted cash flow analysis of Dowlais for the purpose of determining the fully diluted equity value per Dowlais Share. J.P. Morgan calculated the unlevered free cash flows that Dowlais is expected to generate during fiscal years 2025 through 2029 based upon financial projections prepared by the management of AAM through the years ended 2029. J.P. Morgan also calculated a range of terminal asset values of Dowlais at the end of the five-year period ending 2029 by applying a terminal growth rate ranging from (0.5)% to 0.5% of the unlevered free cash flow of Dowlais during the final year of the five-year period. The unlevered free cash flows and the range of terminal asset values were then discounted to present values using a range of discount rates from 8.00% to 9.50%, which were chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of Dowlais. The present value of the unlevered free cash flows and the range of terminal asset values were then adjusted for Dowlais’ cash balance as of the fiscal year end December 31, 2024, and total debt. Based on the adjusted management projections and a discount rate ranging from 8.00% to 9.50%, the discounted cash flow analysis indicated a range of equity values of between £0.90 and £1.50 per Dowlais Share, round to the nearest tenth, on a stand-alone basis (i.e., without synergies).

Synergies Discounted Cash Flow Analysis.   J.P. Morgan performed a separate discounted cash flow analysis of cash flows that the Combination was forecasted to generate from synergies. In performing a

 

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discounted cash flow analysis of such synergies, J.P. Morgan derived implied terminal values by applying a terminal growth rate of 0.0% to the estimated value of such synergies in the terminal year. Terminal values were then calculated using a selected discount rate range of 8.00% to 9.50%. This analysis indicated a firm value reference range for such synergies of $2,219 million to $1,789 million, and an approximate firm value of $1,985 million.

Illustrative Intrinsic Value Creation Analysis.   J.P. Morgan conducted an illustrative value creation analysis that compared the implied equity value per share of AAM derived from a discounted cash flow valuation on a stand-alone basis to the pro forma Combined Group implied equity value. J.P. Morgan determined the pro forma Combined Group implied equity value per share including expected synergies by calculating: (1) the sum of (a) the implied equity value of AAM using the midpoint value determined in J.P. Morgan’s discounted cash flow analysis described above, (b) the implied equity value of Dowlais using the midpoint value determined in J.P. Morgan’s discounted cash flow analysis described above and (c) the estimated present value of the Estimated Synergies estimated by AAM management, discounted to present value using the respective discount rates and terminal growth rates described above, minus (2) the sum of (a) the cash paid to Dowlais Shareholders and (b) estimated transaction costs incurred in connection with the Combination. The analysis indicated, on an illustrative basis, that the Combination created incremental implied value for the holders of AAM Shares.

Miscellaneous.   The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of AAM or Dowlais. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to AAM or Dowlais and none of the selected transactions reviewed was identical to the Combination. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of AAM or Dowlais. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan’s analysis, may be considered similar to the Combination. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to AAM or Dowlais and the transactions compared to the Combination.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise AAM with respect to the Combination and deliver an opinion to the AAM Board with respect to the Combination on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with AAM, Dowlais and the industries in which they operate.

 

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For financial advisory services rendered in connection with the Combination, AAM has agreed to pay J.P. Morgan a fee of $27.5 million, $3 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion and the remainder of which will become payable to J.P. Morgan upon the consummation of the Combination. In addition, AAM has agreed to reimburse J.P. Morgan for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with AAM for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead arranger on credit facilities of AAM in June 2023 and May 2024. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of AAM, for which it receives customary compensation or other financial benefits. J.P. Morgan anticipates that it and its affiliates will arrange and/or provide financing to AAM in connection with the Combination for aggregate fees of approximately $20 million. During the two years preceding the date of this letter, neither J.P. Morgan nor its affiliates have had any material financial advisory or other material commercial or investment banking relationships with Dowlais other than acting as joint lead arranger on credit facilities of the Dowlais in February 2023 in connection with Melrose’s spin-off of Dowlais. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding AAM Common Stock and approximately 3.0% of the outstanding common stock of Dowlais. During the two-year period preceding delivery of its opinion, dated January 27, 2025, the aggregate fees recognized by J.P. Morgan from AAM were approximately $2 million and from Dowlais were approximately less than $50,000. In the ordinary course of their businesses, J.P. Morgan and its affiliates actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of AAM and Dowlais for their own accounts or for the accounts of customers and, accordingly, J.P. Morgan and its affiliates are likely at any time to hold long or short positions in such securities or other financial instruments.

Certain Unaudited Prospective Financial Information

I.   Certain Dowlais Unaudited Prospective Financial Information

Dowlais does not, as a matter of course, publicly disclose long-term projections or internal projections of its future financial performance, net sales, earnings, financial condition or other results due to, among other reasons, the uncertainty, inherent unpredictability and subjectivity of the underlying assumptions and estimates. The non-public, unaudited prospective financial information of Dowlais summarized below (the “Dowlais Financial Projections”) consists of ordinary course internal management financial projections that were prepared in 2024 and not in connection with the Combination or with a view to public disclosure. The Dowlais Financial Projections were provided by Dowlais to AAM upon AAM’s request on a private, bilateral basis (and subsequently by AAM to the AAM Board and J.P. Morgan) as part of the ordinary course due diligence exercise carried out by AAM in connection with its evaluation of the Combination prior to the Offer Announcement. However, AAM carried out its own detailed assessment of Dowlais’ prospects and expected financial performance for the purposes of its decision to undertake the Combination, as further detailed below.

Certain Limitations on the Dowlais Financial Projections

The Dowlais Financial Projections have been summarized in this proxy statement for the purposes of ensuring that AAM Stockholders have appropriate visibility on the information that was available to the AAM Board in its decision to approve the Offer Announcement and to undertake the Combination. However, the AAM Board does not consider such Dowlais Financial Projections to have been material for such decision. The summary provided in this proxy statement is therefore only being provided for the reasons discussed in this proxy statement, and the Dowlais Financial Projections are not included in this proxy statement to, or intended to, induce any AAM Stockholders to vote in favor of the Charter Amendment Proposal or the Share Issuance Proposal, to influence any person to make any investment decision with respect to the Charter Amendment Proposal or the Share Issuance Proposal or for any other matter whatsoever, including any evaluation of Dowlais’ current or future operational or financial performance by any person. Moreover, given the date at which they were prepared, the Dowlais Financial Projections should be evaluated,

 

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if at all, in conjunction with Dowlais’ historical financial statements and other information regarding Dowlais contained in this proxy statement. The Dowlais Financial Projections may also differ from published analyst estimates and forecasts.

As further described below, certain assumptions underlying the Dowlais Financial Projections may no longer be valid as of the date of this proxy statement. The directors of the AAM Board accordingly consider that the Dowlais Financial Projections are no longer valid as of the date of this proxy statement.

Although a summary of the Dowlais Financial Projections is presented with numerical specificity, this information is not factual, reflects numerous estimates and assumptions that are inherently uncertain, may now be outdated and may be beyond the control of Dowlais and should not be relied upon as being necessarily predictive of actual future results. The Dowlais Financial Projections are forward-looking statements at the date at which they were prepared. Important factors that may affect actual results and cause the Dowlais Financial Projections not to be achieved include any inaccuracy of the underlying assumptions thereto, developments related to pricing and volumes; economic, competitive and market conditions generally, including macroeconomic uncertainty, customer demand, the impact of inflation and increases in utilities, raw materials, shipping, labor and capital equipment costs; changes in governmental regulations and trade agreements, including tariffs or import restrictions; reduced supply of raw materials, energy and transportation; cost savings and productivity initiatives; competitive pressures; and the other factors described under the section of the proxy statement entitled “Cautionary Statement Concerning Forward-Looking Statements.” The Dowlais Financial Projections reflect numerous assumptions and estimates as to future events made by Dowlais management using information available at the time, including information from both public and non-public sources. Key assumptions to the Dowlais Financial Projections include pricing outlooks for Dowlais products; volume; and costs of raw materials, in each case, which are primarily driven by macroeconomic conditions and supply and demand dynamics. The Dowlais Financial Projections also reflect assumptions regarding certain business decisions that may change and are susceptible to changes in actual results, revised prospects for Dowlais’ business, competitive environment, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when the Dowlais Financial Projections were prepared. In addition, the Dowlais Financial Projections may be affected by Dowlais’ ability to achieve proposed initiatives, objectives and targets over the applicable periods. As a result, there can be no assurance that the Dowlais Financial Projections will be realized, and actual results may be materially better or worse than those contained in the Dowlais Financial Projections. The risk that these uncertainties and contingencies could cause the assumptions to fail to be reflective of actual results is further heightened given the length of time over which these assumptions apply. Any assumptions and projections in early periods, and any deviations therefrom as a result of the factors outlined above or other factors that may become applicable could have a compounding effect on the difference between the Dowlais Financial Projections and actual results for those periods. Thus, any failure of an assumption or projections to be reflective of actual results in an early period could have a greater effect on the projected results failing to be reflective of actual events in later periods. The inclusion of this information should not be regarded as an indication that AAM, Dowlais, J.P. Morgan, Barclays, Rothschild & Co., their respective representatives or any recipient of this information considered, or now considers, the Dowlais Financial Projections to be material information of AAM or Dowlais or necessarily predictive of actual future results, nor should it be construed as financial guidance, and it should not be relied upon as such.

The Dowlais Financial Projections do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the Combination, including any potential synergies in connection therewith. Except to the extent required by applicable U.S. federal securities laws, neither AAM nor Dowlais intends, and each expressly disclaims any responsibility, to update or otherwise revise the Dowlais Financial Projections to reflect circumstances existing after the respective dates on which they were prepared or to reflect the occurrence of future events or changes in general economic or industry conditions, even if any or all of the assumptions underlying the Dowlais Financial Projections are shown to be inaccurate. Neither AAM nor Dowlais can give any assurance that, had the Dowlais Financial Projections been prepared either as of the date of the Offer Announcement or as of the date of this proxy statement, similar estimates and assumptions would be used. The Dowlais Financial Projections do not take into account all the possible financial and other effects on Dowlais of the Combination, the effect on Dowlais of any business or strategic decision or action that has been or will be taken as a result of the Offer Announcement having

 

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been made, or the effect of any business or strategic decisions or actions that would likely have been taken if the Offer Announcement had not been made, but which were instead altered, accelerated, postponed or not taken in anticipation of the Combination. Further, the Dowlais Financial Projections do not take into account the effect on Dowlais of any possible failure of the Combination to occur.

The Dowlais Financial Projections were not prepared with a view to comply with the published guidelines of the SEC regarding projections, forward-looking statements or pro forma financial information or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, Rule 28 of the Takeover Code, U.S. GAAP (and do not include footnote disclosures as may be required by GAAP) or IFRS.

The Dowlais Financial Projections were prepared by Dowlais’ management. Neither AAM’s independent registered public accounting firm nor Dowlais’ independent auditor, nor any other independent accountants, has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying Dowlais Financial Projections, nor have they expressed any opinion or any other form of assurance with respect to the Dowlais Financial Projections or their achievability, and assume no responsibility for, and disclaim any association with, the Dowlais Financial Projections.

The Dowlais Financial Projections include non-IFRS financial measures. There are limitations inherent in non-IFRS financial measures because they exclude charges and credits that are required to be included in an IFRS presentation. Non-IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS or U.S. GAAP (as applicable), and non-IFRS financial measures in the Dowlais Financial Projections may not be comparable to similarly titled amounts used by other companies or in other contexts. These non-IFRS measures are included in this proxy statement because such information was made available by Dowlais to AAM, and subsequently by AAM to the AAM Board and J.P. Morgan, and used in connection with the process leading to the Offer Announcement, as described elsewhere in this proxy statement. No reconciliation of non-IFRS financial measures in the Dowlais Financial Projections to IFRS measures was created or used in connection with preparing the Dowlais Financial Projections and no such reconciliation of non-IFRS financial measures in the Dowlais Financial Projections to IFRS measures was relied upon by AAM, the AAM Board, or J.P. Morgan, in connection with their respective evaluations of the Combination.

None of Dowlais, AAM nor any of their respective affiliates, directors, officers, advisors or other representatives has made or makes any representation to any AAM Stockholder or other person regarding the ultimate performance of Dowlais or AAM compared to the information contained in the Dowlais Financial Projections, or any representation that the Dowlais Financial Projections will be achieved.

In light of the foregoing factors and the uncertainties inherent in the Dowlais Financial Projections, AAM Stockholders are cautioned not to place undue reliance on the Dowlais Financial Projections included in this proxy statement in making a decision regarding the Charter Amendment Proposal or the Share Issuance Proposal, as the Dowlais Financial Projections may be materially different than actual results.

Summary of the Dowlais Financial Projections

The following is a summary of the Dowlais Financial Projections.