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Published on April 6, 2017

AAM Completes Acquisition of MPG

DETROIT, April 6, 2017 -- American Axle & Manufacturing Holdings, Inc. (AAM), (NYSE: AXL) announced today that it has completed the acquisition of Metaldyne Performance Group Inc. (MPG). The transaction was unanimously approved by the boards of directors of both companies and recently approved by stockholders of AAM and MPG.

“Today is a historic day where we combine the strengths of both AAM and MPG into a premier, global Tier 1 automotive supplier with broader capabilities across multiple product lines,” said David C. Dauch, AAM Chairman and Chief Executive Officer. “This transformational acquisition will allow us to maximize stakeholder value by creating a company with greater size, scale and increased business diversification that delivers efficient, powerful and innovative solutions for our customers.”

Governance and Leadership

As previously announced, David C. Dauch will remain Chairman and Chief Executive Officer. AAM’s Board of Directors will be expanded to include three designees of American Securities LLC – George Thanopoulos, MPG’s Chief Executive Officer prior to the acquisition, along with former MPG board members Kevin Penn and Loren Easton.

Reporting to Mr. Dauch are the following executives:

  • Michael K. Simonte, President
  • Timothy E. Bowes, Senior Vice President – Strategy & Business Development
  • Christopher J. May, Vice President & Chief Financial Officer
  • Terri M. Kemp, Vice President –  Human Resources
  • David E. Barnes, Vice President & General Counsel

Business Unit Leaders

AAM will operate four business units with the following executives reporting to Mr. Simonte:

  • Alberto L. Satine, President Driveline Business Unit.
  • Norman Willemse, President Metal Forming Business Unit.
  • Greg Deveson will join AAM on April 17, 2017 as President Powertrain Business Unit.
  • Todd Heavin, President Casting Business Unit.

MPG Shares to be delisted

Upon completion of the acquisition, MPG became a wholly-owned subsidiary of AAM. As a result, MPG shares ceased trading on the New York Stock Exchange prior to market open today and will be delisted.

Company Description

AAM is a premier, global leader in design, engineering, validation and manufacturing of driveline, metal forming, powertrain and casting technologies for automotive, commercial and industrial markets.

Headquartered in Detroit, AAM has over 25,000 associates operating at more than 90 facilities in 17 countries to support our customers on global and regional platforms with a focus on quality, operational excellence and technology leadership.  To learn more, visit www.aam.com.

Forward-Looking Statements
This release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements with respect to the anticipated consequences and benefits of the acquisition of MPG and other information relating to matters that are not historical facts.  These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements.  These risks and uncertainties include the ability to successfully operate and integrate MPG operations and realize estimated synergies, and the other factors detailed in the Registration Statement on Form S-4 (Registration No. 333-215161) filed by AAM with the U.S. Securities and Exchange Commission with respect to the acquisition and from time to time in the reports we file with the SEC, including those described under “Risk Factors” in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q.  These forward-looking statements speak only as of the date of this communication.  We expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

 

For more information:

INVESTOR RELATIONS

David Lim

Head of Investor Relations

+1 (313) 758 2006

InvestorRelations@aam.com

MEDIA

Christopher Son

Vice President, Marketing & Corporate Communications

+1 (313) 758-4814

Contact
AMERICAN AXLE & MANUFACTURING

One Dauch Drive
Detroit, MI 48211-1198

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Forward-Looking Statement

On this website and elsewhere in attached materials, we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, and future events or performance.  Such statements are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and relate to trends and events that may affect our future financial position and operating results.  The terms such as “will,” “may,” “could,” “would,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “project,” "target," and similar words or expressions, as well as statements in future tense, are intended to identify forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and may differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

  • reduced purchases of our products by General Motors Company (GM), FCA US LLC (FCA), or other customers;
  • reduced demand for our customers' products (particularly light trucks and sport utility vehicles (SUVs) produced by GM and FCA);
  • our ability to develop and produce new products that reflect market demand;
  • lower-than-anticipated market acceptance of new or existing products;
  • our ability to respond to changes in technology, increased competition or pricing pressures;
  • our ability to attract new customers and programs for new products;
  • our ability to consummate and integrate acquisitions and joint ventures;
  • risks inherent in our international operations (including adverse changes in trade agreements, tariffs, immigration policies, political stability, taxes and other law changes, potential disruptions of production and supply, and currency rate fluctuations, including those resulting from the recent United States presidential election and the United Kingdom's vote to exit the European Union);
  • negative or unexpected tax consequences;
  • liabilities arising from warranty claims, product recall or field actions, product liability and legal proceedings to which we are or may become a party, or the impact of product recall or field actions on our customers;
  • our ability to achieve the level of cost reductions required to sustain global cost competitiveness;
  • supply shortages or price increases in raw materials, utilities or other operating supplies for us or our customers as a result of natural disasters or otherwise;
  • our ability or our customers' and suppliers' ability to successfully launch new product programs on a timely basis;
  • our ability to realize the expected revenues from our new and incremental business backlog;
  • risks related to a failure of our information technology systems and networks, and risks associated with current and emerging technology threats and damage from computer viruses, unauthorized access, cyber attack and other similar disruptions;
  • global economic conditions;
  • our ability to maintain satisfactory labor relations and avoid work stoppages;
  • our suppliers', our customers' and their suppliers' ability to maintain satisfactory labor relations and avoid work stoppages;
  • price volatility in, or reduced availability of, fuel;
  • our ability to protect our intellectual property and successfully defend against assertions made against us;
  • our ability to attract and retain key associates;
  • availability of financing for working capital, capital expenditures, research and development (R&D) or other general corporate purposes including acquisitions, as well as our ability to comply with financial covenants;
  • our customers' and suppliers' availability of financing for working capital, capital expenditures, R&D or other general corporate purposes;
  • changes in liabilities arising from pension and other postretirement benefit obligations;
  • risks of noncompliance with environmental laws and regulations or risks of environmental issues that could result in unforeseen costs at our facilities;
  • adverse changes in laws, government regulations or market conditions affecting our products or our customers' products (such as the Corporate Average Fuel Economy (CAFE) regulations);
  • our ability or our customers' and suppliers' ability to comply with the Dodd-Frank Act and other regulatory requirements and the potential costs of such compliance;  and
  • other unanticipated events and conditions that may hinder our ability to compete.
It is not possible to foresee or identify all such factors and we make no commitment to update any forward-looking statement or to disclose any facts, events or circumstances after the date hereof that may affect the accuracy of any forward-looking statement.