AMERICAN AXLEINC. (NYSE:AXL) Files An 8-K Financial Statements and Exhibits
Item 9.01(a)(4) and Item 9.01(b)(2) of Form 8-K.
Item 8.01 Other Events.
In connection with Amendment No. 2 to AAM’s Registration
Statement on S-4 filed in connection with AAM’s proposed
acquisition of MPG, AAM updated the below risk factor as follows.
The obligations and liabilities of MPG, some of which
may be unanticipated or unknown, may be greater than anticipated,
which may diminish the value of AAMs shares.
MPGs obligations and liabilities, some of which may be
unanticipated or unknown, may be greater than anticipated or
reflected or reserved for in MPGs historical financial
statements. The obligations and liabilities of MPG could have a
material adverse effect on AAMs business, reputation, financial
condition, or results of operations following the merger. AAM
stockholders will not be entitled to indemnification from MPG
under the merger agreement with respect to obligations or
liabilities of MPG, whether known or unknown. Any such
liabilities could substantially reduce AAMs earnings and cash
flows or otherwise materially and adversely affect its business,
financial condition, or results of operations following the
merger.
As disclosed in the Annual Report on Form 10-K of MPG for the
fiscal year ended December 31, 2016 (which is not incorporated
herein by reference), MPGs subsidiary, Grede Wisconsin
Subsidiaries LLC (Grede Wisconsin), is currently under
investigation by the U.S. Department of Justice and the
Environmental Protection Agency for alleged Clean Air Act
violations and alleged obstruction of justice relating to the
January 2012 removal of debris from the roof of a heat treat oven
that was purported to contain asbestos at Grede Wisconsins now
closed facility in Berlin, Wisconsin. The United States Attorney,
Eastern District of Wisconsin, indicated to the MPG attorneys
handling this matter that the government intends to imminently
seek an indictment relating to this matter. If an indictment is
brought, MPG intends to defend against this matter.
Item 9.01 Financial Statements and
Exhibits.
(a) Financial Statements of Business to be Acquired
MPGs audited consolidated balance sheets as of December31, 2016
and 2015, and the related audited consolidated statements of
operations, comprehensive income, stockholders equity, and cash
flows for each of the years in the three year period ended
December31, 2016 and the notes related thereto are filed as
Exhibit99.1 hereto.
Financial Statement Schedule for each of the years in the three
year period ended December 31, 2016 are filed as Exhibit 99.2
hereto.
Audit Report of the independent registered public accounting firm
on internal control over financial reporting as of December 31,
2016 is filed as Exhibit 99.3 hereto.
(b) Pro Forma Financial Information
AAMs and MPGs unaudited pro forma condensed combined financial
statements, which include the unaudited pro forma condensed
combined balance sheet as of December31, 2016, the unaudited pro
forma condensed combined statement of income for the year ended
December31, 2016, and the notes related thereto are filed as
Exhibit99.4 hereto.
(d) Exhibits
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2.1** |
Agreement and Plan of Merger, dated as of November3, 2016, |
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10.1** |
Voting Agreement, dated as of November3, 2016, by and |
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23.1* |
Consent of Deloitte Touche LLP |
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23.2* |
Consent of KPMG LLP |
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99.1* |
MPGs audited consolidated balance sheets as of December31, |
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99.2* |
Financial Statement Schedule for each of the years in the |
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99.3* |
Audit Report of the independent registered public |
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99.4* |
AAMs and MPGs unaudited pro forma condensed combined |
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* |
filed herewith |
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** |
previously filed |
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 receipt and timing of
necessary regulatory approvals, the ability to finance the
acquisition, the ability to successfully operate and integrate
MPG
About AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. (NYSE:AXL)
American Axle & Manufacturing Holdings, Inc. (AAM) manufactures, engineers, designs and validates driveline and drivetrain systems and related components and chassis modules for light trucks, sport utility vehicles, crossover vehicles, passenger cars and commercial vehicles. The Company’s driveline and drivetrain systems include components that transfer power from the transmission and deliver it to the drive wheels. Its driveline, drivetrain and related products include axles, driveheads, chassis modules, driveshafts, power transfer units, transfer cases, chassis and steering components, transmission parts, electric drive systems and metal-formed products. The Company’s subsidiary, e-AAM Driveline Systems AB (e-AAM), engineers and develops battery electric and hybrid driveline systems to be commercialized for crossover vehicles and passenger cars. As of December 31, 2016, it operated in 13 countries and had 36 manufacturing, engineering and business office facilities around the world. AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. (NYSE:AXL) Recent Trading Information
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. (NYSE:AXL) closed its last trading session down -0.60 at 19.84 with 1,285,977 shares trading hands.