Dowlais to be acquired in a $1.44B deal, how will it impact 3D printing?
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3D Printing Industry is hosting a live webinar to preview the 2025 AMUG Conference. Join us and our guests on Wednesday, 12th February.American Axle & Manufacturing (AAM) has finalized an agreement with the board of engineering company Dowlais Group for a proposed cash and share offer to acquire the entire issued and to-be-issued share capital of Dowlais.Valued at approximately $1.44 billion, this deal involves a mix of cash and AAM shares. Boards from both AAM and Dowlais have approved the deal. Once finalized, the combined business will operate out of Detroit, Michigan, with AAM Chairman and CEO David C. Dauch at the helm.Two Dowlais board members, Simon Mackenzie Smith and Fiona MacAulay, will join AAMs board, and four Dowlais executives will be integrated into AAMs leadership team.Bringing together complementary product lines, the merged entity will cater to internal combustion engine (ICE), hybrid, and electric vehicle (EV) manufacturing. A stronger cost structure is expected to enhance its ability to serve a diverse customer base while adapting to evolving propulsion technologies.Under the agreement, Dowlais shareholders will receive 0.0863 shares of new AAM common stock, 42 pence (p) per share in cash, and up to 2.8p from Dowlais FY24 final dividend for each Dowlais share. Once the transaction is complete, AAM shareholders will control approximately 51% of the combined business, leaving Dowlais shareholders with a 49% stake.A valuation based on AAMs closing share price and the Sterling to Dollar exchange rate as of January 28, 2025, places Dowlais shares at 85.2p each, equating to a fully diluted valuation of approximately 1.16 billion. The offer represents a 25% premium over Dowlais closing price on January 28, 2025, and a 45% premium compared to its three-month volume-weighted average price.For the deal, J.P. Morgan is serving as AAMs exclusive financial advisor and has provided committed debt financing for the transaction. Legal advisory services are being provided by Allen Overy Shearman Sterling LLP. Additionally, Dowlais is receiving financial advice from Barclays Bank plc and Rothschild & Co, with Slaughter and May acting as its legal counsel.Dowlais Group listed on the London Stock Exchange. Photo via Dowlais.Corporate evolution and 3D printing impactEstablished in 1759, GKN underwent major transformations in recent years. Initially a British multinational engineering company, the business was acquired by Melrose Industries in 2018. This acquisition saw the company split into three separate businesses: GKN Aerospace, GKN Automotive, and GKN Powder Metallurgy.A restructuring followed, leading to the spin-off of automotive and powder metallurgy divisions under Dowlais Group plc in 2023. Melrose retained control of GKN Aerospace, while Dowlais assumed responsibility for GKNs Automotive, and Powder Metallurgy divisions.GKN Powder Metallurgy has played a pivotal role in advancing metal 3D printing, particularly through its GKN Additive division. Expertise in metal powders and AM technologies has driven innovations in binder jetting and laser-based metal 3D printing.The company has also supplied materials and production capabilities for aerospace and automotive applications, leveraging AM for lightweight, high-performance components.With AAMs acquisition of Dowlais, GKN Powder Metallurgy will now operate under AAMs umbrella. Access to advanced AM technologies could accelerate the use of additive manufacturing for rapid prototyping, customized production, and high-efficiency mass manufacturing, particularly in the automotive sector.Integration of expertise from both companies may also expand AM applications beyond automotive, strengthening AAMs competitive edge.GKN Powder Metallurgy. Image via GKN. Financial and strategic outlookAccording to AAMs press release, projected synergies from the deal amount to approximately $300 million. With projected annual revenue of $12 billion, AAM expects earnings to rise in the first full year after closing. Based on this, AAM anticipates earnings will grow in the first full year after the transaction closes.AAM has also issued preliminary financial projections for the fiscal year 2024, estimating revenue between $6.10 billion and $6.15 billion, adjusted EBITDA between $740 million and $750 million, and adjusted free cash flow in the range of $220 million to $230 million. These figures remain subject to final adjustments.Moreover, the cash portion of the deal will be covered through existing funds and debt, with no expected net leverage increase at closing. Financial improvements and anticipated cash flow growth should facilitate future investments and debt reduction.The merger will proceed as a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006, though AAM retains the option to execute it as a takeover offer under Chapter 3 of Part 28 of the Act. Pending shareholder and regulatory approvals, the deal is expected to close by the end of 2025, with financing already secured.Upon completion, AAM will continue trading on the New York Stock Exchange (NYSE) under the ticker AXL. The newly issued AAM shares will be listed on the NYSE, pending regulatory approvals. Applications will be made to remove Dowlais shares from the London Stock Exchange (LSE) and the UK Official List.Who won the 20243D Printing Industry Awards?All the news fromFormnext 2024.To stay up to date with the latest 3D printing news, dont forget to subscribe to the 3D Printing Industry newsletter or follow us on Twitter, or like our page on Facebook.While youre here, why not subscribe to our Youtube channel? Featuring discussion, debriefs, video shorts, and webinar replays.Featured image shows Dowlais Group listed on the London Stock Exchange. Photo via Dowlais.
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