HOLDINGS, INC.
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
On March 31, 2017, American Axle & Manufacturing Holdings, Inc. (“AAM”) and Metaldyne Performance Group Inc. (“MPG”) received approval of AAM’s previously announced acquisition of MPG from the Federal Economic Competition Commission of Mexico (the “COFECE”). Approval from the COFECE was the only remaining regulatory approval required under the Agreement and Plan of Merger, dated as of November 3, 2016 (the “Merger Agreement”), by and among AAM, MPG and Alpha SPV I, Inc., a wholly owned subsidiary of AAM (“Merger Sub”), pursuant to which Merger Sub will merge with and into MPG, with MPG surviving as a wholly-owned subsidiary of AAM (the “Merger”). Subject to the approval by AAM’s stockholders of the issuance of shares of common stock of AAM to MPG’s stockholders in the Merger at AAM’s special meeting of stockholders and the adoption of the Merger Agreement and approval of the transactions contemplated thereby by MPG’s stockholders at MPG’s special meeting of stockholders, each to be held on Wednesday, April 5, 2017, as well as the satisfaction or waiver of the other remaining customary conditions to closing set forth in the Merger Agreement, AAM and MPG currently expect that the transaction will close on or about April 6, 2017.
Forward Looking Statements
This report 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 proposed acquisition of MPG and the anticipated consequences and benefits of such proposed acquisition 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 finance the acquisition, the ability to successfully operate and integrate MPG operations and realize estimated synergies, and the other factors detailed in the joint proxy statement/prospectus that forms a part of the Registration Statement on Form S-4/A (Registration No. 333-215161) filed by AAM with the U.S. Securities and Exchange Commission (the “SEC”) on March 6, 2017 (the “Registration Statement”) 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.
Important Information and Where to Find It
This Current Report is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of AAM or MPG. In connection with the proposed acquisition of MPG, AAM filed with the SEC the Registration Statement, which contained the form of joint proxy statement of AAM and MPG and also constituted a preliminary prospectus of AAM. The definitive joint proxy statement/prospectus has been mailed to stockholders of AAM and MPG. Stockholders of each company and other investors are urged to read the Registration Statement, definitive joint proxy statement/prospectus and any other relevant documents filed with the SEC (including any amendments or supplements thereto) regarding the proposed acquisition as these documents contain (or will contain) important information. Those documents, as well as AAM’s other public filings with the SEC, may be obtained without charge at the SEC’s website at http://www.sec.gov and at AAM’s website at http://www.aam.com. Investors may also obtain a free copy of the Registration Statement and joint proxy statement/prospectus and the filings with the SEC that are incorporated by reference in the Registration Statement and joint proxy statement/prospectus from AAM by directing a request to American Axle & Manufacturing, Inc., One Dauch Drive, Detroit, Michigan 48211, USA, Attention: Investor Relations, Telephone: +1 313-758-2404.
Participants in the Solicitation
AAM and its directors, executive officers and other members of its management and employees may be deemed to be participants in a solicitation of proxies from its stockholders in connection with the proposed transaction. Information regarding AAM’s directors and executive officers is available in AAM’s proxy statement for its 2017 annual meeting of stockholders, which was filed with the SEC on March 23, 2017. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the Registration Statement and the joint proxy statement/prospectus (or will be contained in any amendments or supplements thereto) and other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from the sources indicated above.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.