AAM and Dowlais $1.44bn merger receives European Commission clearance

Core Viewpoint - American Axle & Manufacturing (AAM) has received unconditional clearance from the European Commission for its proposed merger with UK-based Dowlais, valued at approximately $1.44 billion, aimed at creating a larger global supplier for driveline and metal-forming products for internal combustion engine, hybrid, and electric vehicles [1][2]. Group 1: Merger Details - The merger involves Dowlais shareholders receiving 0.0863 new AAM common shares, 42 pence in cash per share, and up to 2.8 pence of Dowlais' FY24 final dividend for each share prior to the deal's closing [2]. - Post-merger, AAM shareholders will hold a 51% stake in the combined entity, while Dowlais shareholders will own the remaining 49% [2]. Group 2: Regulatory Approvals - Antitrust clearances have been obtained in seven out of ten jurisdictions, including the US, India, UK, South Korea, Taiwan, Turkey, and the EU [3]. - Remaining approvals are pending in Brazil, Mexico, and China, with Brazilian clearance expected in early November 2025 [3][4]. - Mexican approval is anticipated in the fourth quarter of 2025, and discussions are ongoing with Chinese regulators, with expectations for approval by late 2025 or early 2026 [4]. Group 3: Timeline and Management - The companies anticipate completing the merger in the first quarter of 2026 [4]. - AAM plans to invite Dowlais CFO Roberto Fioroni to join the senior executive management team of the combined group, along with roles for GKN Automotive CEO Markus Bannert and GKN Powder Metallurgy CEO Jean-Marc Durbuis [5].