8-K
Dauch Corp (DCH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest eventreported): January 16, 2026
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 1-14303 | 38-3161171 |
|---|---|
| (Commission File Number) | (IRS Employer Identification No.) |
| One Dauch Drive, Detroit, Michigan | 48211-1198 |
| (Address of Principal Executive Offices) | (Zip Code) |
| (313) 758-2000 | |
| --- | |
| (Registrant's Telephone Number, Including Area Code) | |
| (Former Name or Former Address, if Changed Since Last Report) |
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):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | AXL | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01. | Other Events |
|---|
On January 16, 2026, Dowlais Group plc, a public limited company incorporated in England and Wales (“Dowlais”), released, via the Regulatory News Service in London, an announcement (the “RNS Announcement”) providing an update regarding American Axle & Manufacturing Holdings, Inc.’s (the “Company”) recommended offer to acquire the entire issued and to be issued share capital of Dowlais (the “Business Combination”). Also on January 16, 2026, the Company issued a press release (the “Press Release”) providing an update regarding the Business Combination.
A copy of the RNS Announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference. A copy of the Press Release is attached as Exhibit 99.2 to this Current Report and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
|---|
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | RNS Announcement, dated January 16, 2026. |
| 99.2 | Press Release, dated January 16, 2026. |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) |
Cautionary Statement Concerning Forward-LookingStatements
This Current Report, and the documents incorporated by reference into this Current Report, contain statements concerning the Company’s expectations, beliefs, plans, objectives, goals, strategies, and future events or performance, including, but not limited to, certain statements related to (i) the ability of the Company and Dowlais to consummate the Business Combination in a timely manner or at all; (ii) the satisfaction (or waiver) of conditions to the consummation of the Business Combination; (iii) adverse effects on the market price of the Company’s or Dowlais’s operating results, including because of a failure to complete the Business Combination; (iv) the effect of the announcement or pendency of the Business Combination on the Company’s or Dowlais’s business relationships, operating results and business generally; (v) future capital expenditures, expenses, revenues, economic performance, synergies, financial conditions, market growth, dividend policy, losses and future prospects; (vi) business and management strategies and the expansion and growth of the operations of the Company or the Dowlais; and (vii) the effects of government regulation on the business of the Company or Dowlais. 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 the Company’s 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 the Company’s 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. These risks and uncertainties related to the Company include factors detailed in the reports the Company files with the Securities and Exchange Commission, including those described under “Risk Factors” in its most recent Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. It is not possible to foresee or identify all such factors and the Company makes 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.
SIGNATURES
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.
| AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. | |||
|---|---|---|---|
| Date: | January 16, 2026 | By: | /s/ Christopher J. May |
| Christopher J. May | |||
| Executive Vice President & Chief Financial Officer |
Exhibit 99.1
Update on Conditions and Timetable
Released : 16/01/2026 10:02
RNS Number : 2382P
Dowlais Group PLC
16 January 2026
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INWHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONSOF THAT JURISDICTION
FOR IMMEDIATE RELEASE
16 January 2026
RECOMMENDED CASH AND SHARE COMBINATIONOFDOWLAIS GROUP PLCWITHAMERICAN AXLE & MANUFACTURING HOLDINGS, INC
to be effected by means of a scheme of arrangementunder Part 26 of the Companies Act 2006
SATISFACTION OF CHINA ANTITRUST CONDITIONAND TIMETABLE UPDATE
COURT SANCTION HEARING SCHEDULED FOR 30 JANUARY2026
On 29 January 2025, the boards of Dowlais Group plc ("Dowlais") and American Axle & Manufacturing Holdings, Inc. ("AAM") announced that they had reached agreement on the terms of a recommended cash and share combination of Dowlais with AAM (the "Combination"), to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The scheme document in connection with the Scheme was published and sent by Dowlais to Dowlais Shareholders on 19 June 2025 (the "Scheme Document"). As announced by Dowlais on 22 July 2025, the Scheme was approved by the requisite majority of Dowlais Shareholders on 22 July 2025.
Subject to the Scheme becoming effective, Scheme Shareholders shall be entitled to receive 0.0881 New AAM Shares and 43 pence in cash for each Dowlais Share held, including the right to receive and retain, in full, dividends and other distributions declared, made or paid by AAM after the Effective Date.
Terms used but not defined in this announcement have the same meanings as in the Scheme Document.
Update on Conditions
Dowlais and AAM are pleased to announce that the China State Administration for Market Regulation has issued a formal notice approving the Combination.
As a result, AAM and Dowlais are pleased to confirm that all Conditions relating to the receipt of regulatory or antitrust approvals have now been satisfied.
Next Steps and Expected Timetable
The Combination remains subject to the Court sanctioning the Scheme at the Court Hearing, the delivery of the Court Order to the Registrar of Companies and the satisfaction or (if capable of waiver) the waiver of the remaining Conditions to the Scheme (as set out in the Scheme Document). Full details of the Combination are set out in the Scheme Document.
The expected timetable of principal events for the implementation of the Scheme is set out below. In particular, please note that the Court Hearing has been scheduled to take place on 30 January 2026 and that the Scheme is expected to become effective on 3 February 2026. The AAM Prospectus, to be published in connection with the Secondary Listing, is expected to be published shortly after the Court Hearing.
| Shareholders' attention is directed specifically to the deadlines for submitting their relevant Tax Certification Form (or such other forms as must be provided by a Qualified Intermediary) to the extent not already completed. Dowlais Shareholders' attention is drawn, in particular, to the Tax Certification Form and the action to be taken in respect thereof. Further information on the Tax Certification Form and United States Taxation is set out in paragraph 17 of Part Two (Explanatory Statement) of the Scheme Document on pages 62 to 71. Failure to take action will result in part of the cash consideration due under the Combination being withheld.<br><br> <br>******<br><br> <br>If you are in any doubt as to how to complete the Tax Certification Form, please contact Dowlais' Registrar, Equiniti, by calling the Shareholder Helpline on +44 (0)333 207 6394, further details of which are set out in the Scheme Document.<br><br> <br><br><br> <br>Shareholders wishing to make an election under the Mix and Match Facility are directed specifically to the Election Return Time. | |
|---|---|
| Event | Time and/or date^(1)(2)^ |
| --- | --- |
| First Tax Certification Return Time (being the latest time for receipt of Tax Certification Forms (or such other forms as must be provided by a Qualified Intermediary) such that, subject to a Dowlais Shareholder's certification, none of the cash consideration to which a Dowlais Shareholder is entitled will be withheld) | 11.00 a.m. on 28 January 2026^(3)^ |
| Court Hearing (to sanction the scheme) | 30 January 2026 |
| Publication of AAM Prospectus | 30 January 2026 |
| Measurement Date (being the date at which the Mix and Match Reference Price is determined) | 30 January 2026 |
| Election Return Time (being the latest time for receipt of Forms of Election or Electronic Elections from CREST holders) | 1.00 p.m. on 2 February 2026 ^(4)^ |
| Last day of dealings in, and registrations of transfers of, and disablement in CREST of, Dowlais Shares | 2 February 2026 |
| Scheme Record Time | 6.00 p.m. on 2 February 2026 |
| Effective Date of the Scheme | 3 February 2026^(5)^ |
| Announcement of (i) the Mix and Match Reference Price; and (ii) the approximate extent to which elections under the Mix and Match Facility will be satisfied | 3 February 2026 |
| Suspension of listing of, and dealings in, Dowlais Shares | 7.30 a.m. on 3 February 2026 |
| Issue of New AAM Shares | after 5.00 p.m. (New York time) on 3 February 2026 |
| Cancellation of listing of Dowlais Shares | by 8.00 a.m. on 4 February 2026 |
| Admission of, and commencement of dealings in, AAM Shares on the London Stock Exchange | by 8.00 a.m. on 4 February 2026 |
| Admission of, and commencement of dealings in, New AAM Shares on the New York Stock Exchange | by 9.30 a.m. (New York time) on 4 February 2026 |
| New AAM Shares registered through DRS (in respect of New AAM Shares held by former certificated Dowlais Shareholders) | on or as soon as possible after 9.30 a.m. (New York time) on 4 February 2026 but not later than 14 calendar days after the Effective Date |
| AAM DIs issued by the DI Depositary and credited to CREST accounts (in respect of New AAM Shares held by former uncertificated Dowlais Shareholders through CREST) and AAM DIs credited to the relevant CSN Facility accounts | on or as soon as possible after 9.30 a.m. (New York time) on 4 February 2026 but not later than 14 calendar days after the Effective Date |
| Despatch of statements of entitlement to New AAM Shares held through DRS (in respect of Scheme Shares held in certificated form only) | within 14 calendar days after the Effective Date |
| Despatch of electronic payments, cheques and/or crediting of CREST for cash consideration due under the Scheme (less any cash withheld under applicable tax law) (including any cash due in relation to the sale of fractional entitlements) | within 14 calendar days after the Effective Date ("P") |
| Despatch of CSN Facility Statements | within 14 calendar days after the Effective Date |
| Second Tax Certification Return Time (being the latest time for receipt of Tax Certification Forms (or such other forms as must be provided by a Qualified Intermediary) such that, subject to a Dowlais Shareholder's certification, any cash consideration withheld from a Dowlais Shareholder will be paid to them rather than being paid to the IRS) | 6.00 p.m. on P+40 calendar days^(6)^ |
| Long Stop Date | 29 June 2026^(7)^ |
(1) Alltimes shown are London times unless otherwise stated.
(2) Alldates and times are based on Dowlais and AAM's current expectations and are subject to change. If any of the dates and/or times in thisexpected timetable change, the revised dates and/or times will be notified to Dowlais Shareholders by announcement through a RegulatoryInformation Service, with such announcement being made available on Dowlais and AAM's websites.
(3) Thisis the latest date by which a Dowlais Shareholder must return the Tax Certification Form (or such other forms as must be providedby a Qualified Intermediary) to Equiniti in order that the Paying Agent will not withhold 30 per cent. of the cash considerationto which the Dowlais Shareholder is entitled. Further information on the certification process and U.S. tax considerationsis set out in paragraph 17 of Part Two (Explanatory Statement) of the Scheme Document.
(4) DowlaisShareholders (other than Election Restricted Shareholders) may elect to vary the proportions in which they receive cash and New AAM Sharesin respect of their holdings in Dowlais Shares, subject to availability and to the extent that Dowlais Shareholders make offsetting electionsunder the Mix and Match Facility. Further information on the Mix and Match Facility is set out in the Scheme Document.
(5) TheScheme shall become effective as soon as a copy of the Court Order has been delivered to the Registrar of Companies. This is expectedto occur following the Scheme Record Time and prior to the suspension of trading in Dowlais Shares. The events which are stated as occurringon subsequent dates are conditional on the Effective Date and operate by reference to that date.
(6) Thisis the latest date by which a Dowlais Shareholder must return the Tax Certification Form (or such other forms as must be providedby a Qualified Intermediary) in order that the Paying Agent effects payment of any withheld amounts to such Dowlais Shareholder. If theTax Certification Form is not received by Equiniti before this time, the Paying Agent will transfer any withheld funds to the IRSand a Dowlais Shareholder will need to file a U.S. federal income tax return to reclaim any withheld consideration (if applicable).
(7) Thisis the latest date by which the Scheme may become effective unless AAM and Dowlais agree (and the Panel and, if required, the Court permit)a later date.
Enquiries
Dowlais
| Investors | |
|---|---|
| Pier Falcione | +44(0)7855 185 420 |
| Barclays (Financial adviser and corporate broker to Dowlais) | |
| Guy Bomford / Adrian Beidas / Neal West (Corporate Broking) | +44 (0) 20 7623 2323 |
| Rothschild & Co (Financial adviser to Dowlais) | |
| Ravi Gupta / Charlotte Ward | +44 (0) 20 7280 5000 |
| Investec Bank plc (Joint corporate broker to Dowlais) | |
| Carlton Nelson / Christopher Baird | +44 (0) 20 7597 5970 |
| Montfort Communications (PR adviser to Dowlais) | |
| Nick Miles / Neil Craven | +44 (0) 7739 701 634<br><br> <br>+44 (0) 7876 475 419 |
AAM
| David H. Lim, Head of Investor Relations | +1 (313) 758-2006 |
|---|---|
| Christopher M. Son, Vice President, Marketing & Communications | +1 (313) 758-4814 |
| J.P. Morgan (Exclusive financial adviser to AAM) | |
| Ian MacAllister / Michael Murphy | +1 (212) 270 6000 |
| Robert Constant / Jonty Edwards | +44 (0) 203 493 8000 |
| FGS Global (PR adviser to AAM) | |
| Jim Barron | +1 212 687 8080 |
| Charlie Chichester / Rory King | +44 20 7251 3801 |
Slaughter and May is acting as legal adviser to Dowlais. Allen Overy Shearman Sterling LLP is acting as legal adviser to AAM.
Disclaimers
Important notices relating to financialadvisers
J.P. Morgan Securities LLC, together with itsaffiliate J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove and which isauthorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the UnitedKingdom by the PRA and the Financial Conduct Authority (the "FCA")). J.P. Morgan is acting as financial adviser exclusivelyfor AAM and no one else in connection with the Combination and will not regard any other person as its client in relation to the Combinationand will not be responsible to anyone other than AAM for providing the protections afforded to clients of J.P. Morgan or its affiliates,nor for providing advice in relation to the Combination or any other matter or arrangement referred to herein.
Barclays, which is authorised by the PRA andregulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Dowlais and no one else in connection withthe Combination and will not be responsible to anyone other than Dowlais for providing the protections afforded to clients of Barclaysnor for providing advice in relation to the Combination or any other matter referred to in this announcement.
In accordance with the Code, normal UnitedKingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act as exemptprincipal trader in Dowlais securities on the London Stock Exchange. These purchases and activities by exempt principal traders whichare required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Serviceand will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosedin the United States to the extent that such information is made public in the United Kingdom.
Rothschild & Co, which is authorisedand regulated in the UK by the FCA, is acting exclusively as financial adviser to Dowlais and for no-one else in connectionwith the Combination and shall not be responsible to anyone other than Dowlais for providing the protections afforded to clients of Rothschild &Co, nor for providing advice in connection with the Combination or any matter referred to herein. Neither Rothschild & Co norany of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibilitywhatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client ofRothschild & Co in connection with this announcement, any statement contained herein, the Combination or otherwise. No representationor warranty, express or implied, is made by Rothschild & Co as to the contents of this announcement.
Investec, which is authorised in the UnitedKingdom by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Dowlais and noone else in connection with the subject matter of this announcement and will not regard any other person as its client in relation tothe subject matter of this announcement and will not be responsible to anyone other than Dowlais for providing the protections affordedto the clients of Investec, or for providing advice in connection with the subject matter of this announcement or any other matters referredto herein. Neither Investec nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibilitywhatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client ofInvestec in connection with the subject matter of this announcement, any statement contained herein or otherwise, and no representation,express or implied, is made by Investec or any of its subsidiaries, branches or affiliates, or purported to be made on behalf of Investecor any of its subsidiaries, branches or affiliates, in relation to the contents of this announcement, including with regard to the accuracyor completeness of the announcement or the verification of any other statements made or purported to be made by or on behalf of Investecor any of its subsidiaries, branches or affiliates in connection with the matters described in this announcement.
Further information
This announcement is for information purposesonly and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribefor, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Combinationor otherwise. In particular, this announcement is not an offer of securities for sale into the U.S. No offer of securities shallbe made in the U.S. absent registration under the U.S. Securities Act, or pursuant to an exemption from, or in a transactionnot subject to, such registration requirements.
The Combination will be implemented solelypursuant to the terms of the Scheme Document, which, together with the accompanying Forms of Proxy and Forms of Election in relation tothe Mix and Match Facility, contain the full terms and conditions of the Combination.
This announcement does not constitute a prospectusor a prospectus equivalent document.
The Combination will be subject to the applicablerequirements of English law, the Code, the Panel, the London Stock Exchange and the FCA.
Neither the SEC nor any U.S. statesecurities commission has approved, disproved or passed judgment upon the fairness or the merits of the Combination or determined if thisannouncement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the U.S.
Overseas Shareholders
The release, publication or distribution ofthis announcement in or into or from jurisdictions other than the UK, and the availability of the Combination to Dowlais Shareholderswho are not resident in the UK, may be restricted by law and therefore any persons who are not resident in the UK or whoare subject to the laws of any jurisdiction other than the UK (including Restricted Jurisdictions) should inform themselvesabout, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the UK orwho are subject to the laws of another jurisdiction to participate in the Combination or to execute and deliver the Form of Electionin respect of the Mix and Match Facility, may be affected by the laws of the relevant jurisdictions in which they are located or to whichthey are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violationof securities laws in that jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in theCombination disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by AAM or requiredby the Code, and permitted by applicable law and regulation, the Combination shall not be made available, directly or indirectly, in,into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour ofthe Combination by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do sowould constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement andany formal documentation relating to the Combination are not being, and must not be, directly or indirectly, mailed or otherwise forwarded,distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation ofthe laws of such jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees)must observe these restrictions and must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.Doing so may render invalid any related purported vote in respect of acceptance of the Combination.
This announcement has been prepared in connectionwith proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with English law and the Code and informationdisclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the lawsof jurisdictions outside the United Kingdom. Nothing in this announcement should be relied on for any other purpose. Overseas Shareholdersshould consult their own professional advisers with respect to the legal and tax consequences of the Scheme.
Further details in relation to Overseas Shareholdersare contained in paragraph 18 of Part II (Explanatory Statement) of the Scheme Document.
Additional information for U.S. investorsin Dowlais
The Combination relates to an offer for theshares of an English company and is proposed to be implemented by means of a scheme of arrangement provided for under English companylaw. The Combination, implemented by way of a scheme of arrangement, is not subject to the tender offer rules or the related proxysolicitation rules under the U.S. Exchange Act. Accordingly, the Combination is subject to the disclosure requirementsand practices applicable to a scheme of arrangement involving a target company incorporated in the UK and listed on the LondonStock Exchange, which differ from the disclosure requirements of the U.S. tender offer and related proxy solicitation rules.If, in the future, AAM exercises its right to elect to implement the Combination by way of a Takeover Offer and determines to extend theTakeover Offer into the U.S., such Takeover Offer will be made in compliance with applicable U.S. laws and regulations.
The New AAM Shares to be issued pursuant tothe Combination have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold by AAMin the U.S. absent registration or an applicable exemption from the registration requirements of the U.S. SecuritiesAct. The New AAM Shares to be issued pursuant to the Combination will be issued pursuant to the exemption from registration set forthin Section 3(a)(10) of the U.S. Securities Act. If, in the future, AAM exercises its right to elect to implement theCombination by way of a Takeover Offer or otherwise determines to conduct the Combination in a manner that is not exempt from the registrationrequirements of the U.S. Securities Act, it will file a registration statement with the SEC that will contain a prospectus withrespect to the issuance of New AAM Shares. In this event, Dowlais Shareholders are urged to read these documents and any other relevantdocuments filed with the SEC, as well as any amendments or supplements to all such documents, because they will contain important information,and such documents will be available free of charge at the SEC's website at www.sec.gov or by directing a request to AAM's contact forenquiries identified above.
The Scheme Document will contain certain unauditedfinancial information relating to Dowlais that has been prepared in accordance with UK-endorsed International Financial ReportingStandards ("IFRS") and thus may not be comparable to financial information of U.S. companies or companies whose financialstatements are prepared in accordance with U.S. generally accepted accounting principles. U.S. generally acceptedaccounting principles differ in certain significant respects from IFRS.
Dowlais is incorporated under the laws of anon-U.S. jurisdiction, some or all of Dowlais' officers and directors reside outside the U.S., and some or all of Dowlais' assetsare or may be located in jurisdictions outside the U.S. Therefore, U.S. Dowlais Shareholders (defined as Dowlais Shareholderswho are U.S. persons as defined in the U.S. Internal Revenue Code or "IRC") may have difficulty effectingservice of process within the U.S. upon those persons or recovering against Dowlais or its officers or directors on judgmentsof U.S. courts, including judgments based upon the civil liability provisions of the U.S. federal securities laws.Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.It may not be possible to sue Dowlais or its officers or directors in a non-U.S. court for violations of the U.S. securitieslaws.
The receipt of New AAM Shares and cash by DowlaisShareholders as consideration for the transfer of Dowlais Shares pursuant to the Combination may be a taxable transaction for U.S. federalincome tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Such consequences, ifany, are not generally described herein. Each Dowlais Shareholder is urged to consult with legal, tax and financial advisers in connectionwith making a decision regarding the Combination, including in light of the potential application of Section 304 of the IRC to theCombination.
Further details in relation to US investorsare contained on pages 62 to 71 and 113 to 115 of the Scheme Document.
Forward-looking statements
This announcement (including information incorporatedby reference in this announcement), oral statements made regarding the Combination, and other information published by AAM and Dowlaiscontain statements which are, or may be deemed to be, "forward-looking statements" within the meaning of the Private SecuritiesLitigation Reform Act of 1995. Forward-looking statements are prospective in nature and are not based on historical facts, but ratheron assumptions, expectations, valuations, targets, estimates, forecasts and projections of AAM and Dowlais about future events, and aretherefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from those expressedor implied by the forward-looking statements. The forward-looking statements contained in this announcement include statements relatingto the expected effects of the Combination on the AAM Group, the Dowlais Group and the Combined Group, such as the statements about theexpected profitable growth, value-enhancing investments, sustainable capital returns and other characteristics of the Combined Group,the expected timing and scope of the Combination and other statements other than historical facts. Often, but not always, forward-lookingstatements can be identified by the use of forward-looking words such as "plans", "expects", "budgets", "targets", "aims", "scheduled", "estimates", "forecast", "intends", "anticipates", "seeks", "prospects", "potential", "possible", "assume" or "believes", orvariations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. AAM and Dowlais give no assurance that such expectationswill prove to be correct. By their nature, forward-looking statements involve risks (known and unknown) and uncertainties (and other factorsthat are in many cases beyond the control of AAM and/or Dowlais) because they relate to events and depend on circumstances that may ormay not occur in the future.
There are a number of factors that could affectthe future operations of the AAM Group, the Dowlais Group and/or the Combined Group and that could cause actual results and developmentsto differ materially from those expressed or implied by such forward-looking statements. These factors include the satisfaction (or, wherepermitted, waiver) of the Conditions, as well as additional factors, such as: domestic and global business and economic conditions; theimpact of pandemics, asset prices; market-related risks such as fluctuations in interest rates and exchange rates, industry trends, competition,changes in government and regulation, changes in the policies and actions of governments and/or regulatory authorities (including changesrelated to capital and tax), changes in political and economic stability (including exposures to terrorist activities, the UK's exitfrom the European Union, Eurozone instability, disruption in business operations due to reorganisation activities, interest rate, inflation,deflation and currency fluctuations), the timing impact and other uncertainties of future or planned acquisitions or disposals or offers,the inability of the Combined Group to realise successfully any anticipated synergy benefits when the Combination is implemented (includingchanges to the board and/or employee composition of the Combined Group), the inability of the AAM Group to integrate successfully theDowlais Group's operations and programmes when the Combination is implemented, the Combined Group incurring and/or experiencing unanticipatedcosts and/or delays (including IT system failures, cyber-crime, fraud and pension scheme liabilities), or difficulties relating to theCombination when the Combination is implemented. Other unknown or unpredictable factors could affect future operations and/or cause actualresults to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construedin the light of such factors. It is not possible to foresee or identify all such factors.
Each forward-looking statement speaks onlyas of the date of this announcement. Neither the AAM Group nor the Dowlais Group, nor any of their respective associates or directors,officers or advisers, provides any representation, warranty, assurance or guarantee that the occurrence of the events expressed or impliedin any forward-looking statements in this announcement will actually occur. Forward-looking statements involve inherent risks and uncertainties.All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements containedor referred to in this section. Readers are cautioned not to place undue reliance on these forward-looking statements. Other than in accordancewith their legal or regulatory obligations (including, without limitation, under the Code, the UK Market Abuse Regulation, theDTRs and applicable U.S. securities laws), neither the AAM Group nor the Dowlais Group is under or undertakes any obligation,and each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whetheras a result of new information, future events or otherwise. For a discussion of important risk factors that could cause AAM's actual resultsto differ materially from the expectations in the forward-looking statements, see Part I, Item 1A. under the heading "RiskFactors" in its Form 10-K for the fiscal year ended December 31, 2024 and Part II, Item 1A under the heading "Risk Factors" in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed withthe SEC which also contain additional information regarding forward-looking statements with respect to AAM.
No profit forecasts, estimates or quantifiedfinancial benefits statements
No statement in this announcement is intendedas a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earningper ordinary share, for Dowlais or AAM, respectively, for the current or future financial years would necessarily match or exceed thehistorical published earnings or earnings per ordinary share for Dowlais or AAM, respectively.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, anyperson who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchangeofferor (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solelyin cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcementin which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interestsand short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) anysecurities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no laterthan 3.30 p.m. (London time)on the tenth business day (as defined in the Code) following the commencement of the offer periodand, if appropriate, by no later than 3.30 p.m. (London time) on the tenth business day (as defined in the Code) following theannouncement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of theofferee company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead makea Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of anyclass of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the persondeals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain detailsof the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities ofeach of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previouslybeen disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than3.30 p.m. (London time) on the business day (as defined in the Code) following the date of the relevant dealing.
If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree companyor a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosuresmust also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offerorand by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companiesin respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the DisclosureTable on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when theoffer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)207638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on website
This announcement is required to be publishedpursuant to Rule 26 of the Code and will be available, subject to certain restrictions relating to persons resident in RestrictedJurisdictions, on AAM's and Dowlais' websites, at www.aam.com/investors/offer-for-dowlais-group-plc and www.dowlais.com/AAMcombinationrespectively, promptly and in any event by no later than 12 noon (London time) on the business day (as defined in the Code) followingthe date of this announcement. Neither the content of the websites referred to in this announcement nor the content of any website accessiblefrom hyperlinks in this announcement is incorporated into, or forms part of, this announcement.
Right to receive documents in hard copyform
In accordance with Rule 30.3 of the Code,Dowlais Shareholders and persons with information rights may, subject to applicable securities laws, request a hard copy of this announcement(and any information incorporated into it by reference to another source), free of charge, by contacting Dowlais' registrars, Equiniti,by: (i) submitting a request in writing to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, UnitedKingdom; or (ii) contacting Equiniti between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding Englishand Welsh public holidays), on +44 (0) 371 384 2030 (please use the country code when calling from outside the UK). A person so entitledmay, subject to applicable securities laws, also request that all future documents, announcements and information to be sent in relationto the Combination should be in hard copy form.
For persons who receive a copy of this announcementin electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such personsmay also request that all future documents, announcements and information in relation to the Combination are sent to them in hard copyform. Please note that Dowlais' Registrars, Equiniti, cannot provide advice on the merits of the Combination or the Scheme or give anyfinancial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
Electronic communications
Please be aware that addresses, electronicaddresses and certain other information provided by Dowlais Shareholders, persons with information rights and other relevant persons forthe receipt of communications from Dowlais may be provided to AAM, members of the AAM Group and/or their respective advisers during theOffer Period as required under Section 4 of Appendix 4 of the Code.
General
If you are in any doubt about the contentsof this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately fromyour stockbroker, bank manager, accountant or independent financial adviser duly authorised under FSMA if you are resident in the UnitedKingdom or, if not, from another appropriately authorised independent financial adviser.
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END
SOAUNVKRNWUAARR
Exhibit 99.2
RECOMMENDEDCASH AND SHARE COMBINATION OF
DOWLAISGROUP PLC (“DOWLAIS”)
WITH
AMERICANAXLE & MANUFACTURING HOLDINGS, INC. (“AAM”)
CombinationUpdate: Satisfaction of China Antitrust Condition and Timetable Update
DETROIT, MI, January 16, 2026 – AAM (NYSE: AXL) and Dowlais are pleased to announce that the China State Administration for Market Regulation has issued a formal notice approving the Combination. As a result, AAM and Dowlais are pleased to confirm that all Conditions relating to the receipt of regulatory or antitrust approvals have now been satisfied.
Next Steps
The Combination remains subject to the Court sanctioning the Scheme at the Court Hearing, the delivery of the Court Order to the Registrar of Companies and the satisfaction or (if capable of waiver) the waiver of the remaining Conditions to the Scheme (as set out in the Scheme Document). Full details of the Combination are set out in the Scheme Document.
The Court Hearing has been scheduled to take place on 30 January 2026 and that the Scheme is expected to become effective on 3 February 2026. The AAM Prospectus, to be published in connection with the Secondary Listing, is expected to be published shortly after the Court Hearing.
Forward-looking statements
In this announcement, AAM makes statements concerning its and Dowlais' expectations, beliefs, plans, objectives, goals, strategies, and future events or performance, including, but not limited to, certain statements related to the ability of AAM and Dowlais to consummate AAM's business combination with Dowlais (the "Business Combination") in a timely manner or at all; future capital expenditures, expenses, revenues, economic performance, synergies, financial conditions, market growth, dividend policy, losses and future prospects and business; and management strategies and the expansion and growth of AAM's and the combined company's operations. 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 AAM's or the combined company's 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. 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 related to AAM include factors detailed in the reports AAM files with the United States Securities and Exchange Commission (the "SEC"), including those described under "Risk Factors" in its most recent Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. These forward-looking statements speak only as of the date of this communication.
AAM expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its or Dowlais' expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
No Offer or Solicitation
This announcement is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
| Contacts | **** |
|---|---|
| For AAM | For Dowlais |
| Investor Contact | Investor Contact: |
| David H. Lim | Pier Falcione |
| Head of Investor Relations | +44 (0) 7855 185420 |
| +1 313 758 2006 | investor.relations@dowlais.com |
| david.lim@aam.com | |
| **** | Barclays Bank PLC, acting through its Investment Bank |
| Media Contact | (“Barclays”) (Financial adviser and corporate broker to Dowlais) |
| Christopher M. Son | Guy Bomford / Adrian Beidas / Neal West (Corporate Broking) |
| Vice President, Marketing & Communications | +44 (0) 20 7623 2323 |
| +1 313 758 4814 | |
| chris.son@aam.com | Rothschild & Co (Financial adviser to Dowlais) |
| **** | Ravi Gupta / Charlotte Ward |
| J.P. Morgan (Exclusive financial adviser to AAM) | +44 (0) 20 7280 5000 |
| Ian MacAllister / Michael Murphy | |
| +1 (212) 270 6000 | Investec Bank plc (Joint corporate broker to Dowlais) |
| Carlton Nelson / Christopher Baird | |
| Robert Constant / Jonty Edwards | +44 (0) 20 7597 5970 |
| +44 (0) 203 493 8000 | |
| **** | Montfort Communications (PR adviser to Dowlais) |
| FGS Global (PR adviser to AAM) | Nick Miles |
| Jim Barron | +44 (0) 7739 701634 |
| +1 212 687 8080 | miles@montfort.london |
| Charlie Chichester/Rory King | Neil Craven |
| +44 20 7251 3801 | +44 (0) 7876 475419 |
| AAM@fgsglobal.com | craven@montfort.london |
Allen Overy Shearman Sterling LLP is acting as legal adviser to AAM in connection with the Combination. Slaughter and May is acting as legal adviser to Dowlais.