METALDYNE PERFORMANCE GROUP INC. (NYSE:MPG) Files An 8-K Completion of Acquisition or Disposition of Assets
Item2.01
|
Completion of Acquisition or Disposition of Assets. |
On April6, 2017 (the Closing Date), American Axle
Manufacturing Holdings, Inc. (AAM) completed the
previously announced acquisition of Metaldyne Performance Group
Inc. (the Company), through the merger of Alpha SPV I,
Inc., a wholly owned subsidiary of AAM (Merger Sub), with
and into the Company (the Merger), to the Agreement and
Plan of Merger, dated as of November3, 2016, by and among the
Company, AAM and Merger Sub (the Merger Agreement).
to the Merger Agreement, at the effective time of the Merger (the
Effective Time), each share of common stock, par value
$0.001 per share, of the Company (Company Common Stock)
issued and outstanding immediately prior to the Effective Time
(other than shares of Company Common Stock held in the treasury
of the Company, shares of Company Common Stock that were owned by
AAM or any direct or indirect subsidiary of AAM (including Merger
Sub) or shares of Company Common Stock that were held by a
stockholder that properly sought appraisal rights to the terms of
the Merger Agreement and applicable Delaware law) was cancelled
and converted into the right to receive $13.50 in cash, without
interest, and 0.5 shares of common stock, par value $0.01 per
share, of AAM (AAM Common Stock), together with cash in
lieu of any fractional shares of AAM Common Stock (collectively,
the Merger Consideration).
In addition, all Company stock options, restricted stock awards
and restricted stock units outstanding as of immediately prior to
the effective time of the Merger were accelerated in full
immediately prior to the Merger. At the Effective Time, each
Company stock option was converted into the right to receive an
amount in cash equal to the Merger Consideration less the strike
price of the applicable Company stock option (calculated based on
the aggregate number of shares of Company Common Stock that were
issuable upon exercise of such Company stock option immediately
prior to the Merger). Each share of restricted stock of the
Company outstanding immediately prior to the Effective Time was
canceled and converted into the right to receive the Merger
Consideration and each restricted stock unit was canceled and
converted into the right to receive the Merger Consideration in
an amount equal to the number of shares of Company Common Stock
underlying such cancelled restricted stock unit.
The foregoing description of the Merger Agreement and the Merger
does not purport to be complete and is qualified in its entirety
by reference to the full text of the Merger Agreement, a copy of
which was filed as Exhibit 2.1 to the Companys Current Report on
Form 8-K filed with the U.S. Securities and Exchange Commission
(the SEC) on November3, 2016, which is incorporated herein
by reference.
| Item3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
As a result of the Merger, the Company no longer fulfills the
listing requirements of the NYSE. Accordingly, on the Closing
Date, the Company and AAM jointly notified the NYSE that the
Merger had been completed and requested that the NYSE (i)suspend
trading of the Company Common Stock on the NYSE prior to the open
of trading on the Closing Date, (ii)withdraw the Company Common
Stock from listing on the NYSE and (iii)submit to the SEC an
application on Form 25 to report that the Company Common Stock is
no longer listed on the NYSE. As a result, the Company Common
Stock will no longer be listed on the NYSE. In addition, the
Company intends to file with the SEC a certification on Form 15
under the Securities Exchange Act of 1934, as amended (the
Exchange Act), to terminate the registration of the
Company Common Stock under Section12(g) of the Exchange Act and
suspend the Companys reporting obligations under Sections 13 and
15(d) of the Exchange Act.
| Item3.03. |
Material Modification to Rights of Security Holders. |
The information set forth in Items 2.01 and 5.03 of this Current
Report on Form 8-K are incorporated by reference in their
entirety into this Item3.03.
As of the Effective Time, the Companys stockholders immediately
prior to the effective time of the Merger ceased to have any
rights as stockholders of the Company (other than their right to
receive the applicable Merger Consideration or any available
right to seek appraisal of their shares under the Merger
Agreement and applicable Delaware law, to the extent such holders
validly exercised such rights).
| Item5.01. | Changes in Control of Registrant. |
As a result of the Merger, a change in control of the Company
occurred and the Company became a wholly-owned subsidiary of AAM.
The information set forth in Item2.01 of this Current Report on
Form 8-K is incorporated by reference in its entirety into this
Item5.01.
| Item5.02. |
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
In connection with the Merger, each of the directors of the
Company resigned as of the Effective Time and, to the terms of
the Merger Agreement, the following individuals were appointed as
directors of the Company as of the Effective Time: David C.
Dauch, Michael K. Simonte and David E. Barnes.
In connection with the Merger, at the request of AAM, each of the
following persons agreed to relinquish their positions in the
following offices of the Company, effective as of the Effective
Time: George Thanopoulos, Chief Executive Officer; Mark Blaufuss,
Chief Financial Officer; Douglas Grimm, President and Chief
Operating Officer; Gary Ford, Vice President, Chief Accounting
Officer and Controller; Thomas M. Dono, Jr., Executive Vice
President, General Counsel and Secretary; and Russell Bradley,
Executive Vice President of Sales. Effective as of the Effective
Time, the following individuals were appointed as executive
officers of the Company:
|
David C. Dauch |
Chief Executive Officer | |
|
Michael K. Simonte |
President | |
|
Christopher J. May |
Vice President Chief Financial Officer |
| Item5.03. |
Amendment to Articles of Incorporation or By-Laws; Change in Fiscal Year. |
On the Closing Date, the Company filed a Certificate of Merger
with the Secretary of State of the State of Delaware effectuating
the Merger. to the Certificate of Merger, the certificate of
incorporation of the Company, as the surviving corporation in the
Merger, was amended and restated in its entirety. In addition,
the bylaws of Merger Sub as in effect immediately prior to the
Effective Time became the bylaws of the Company, as the surviving
corporation in the Merger, except that the heading and Section1.1
thereof were amended to reflect the name of the Company. Copies
of the amended and restated certificate of incorporation and
amended and restated bylaws are attached as Exhibits 3.1 and 3.2,
respectively, hereto and are incorporated herein by reference.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
ExhibitNumber |
Description |
|
| 3.1 |
Amended and Restated Certificate of Incorporation of Metaldyne Performance Group Inc. |
|
| 3.2 | Bylaws of Metaldyne Performance Group Inc. |
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About METALDYNE PERFORMANCE GROUP INC. (NYSE:MPG)
Metaldyne Performance Group Inc. provides components for use in engine, transmission and driveline (Powertrain) and chassis, suspension, steering and brake component (Safety-Critical) Platforms for the global light, commercial and industrial vehicle markets. The Company produces these components using complex metal-forming manufacturing technologies and processes for a customer base of vehicle original equipment manufacturers (OEMs) and Tier I suppliers. The Company operates through three segments: HHI, Metaldyne and Grede. The Company’s HHI segment manufactures metal-based components for the North American light vehicle market. The Company’s Metaldyne segment manufactures metal-based Powertrain products for the global light vehicle markets. The Company’s Grede segment manufactures cast, machined and assembled components for the light, commercial and industrial (agriculture, construction, mining, rail, wind energy and oil field) vehicle and equipment end-markets. METALDYNE PERFORMANCE GROUP INC. (NYSE:MPG) Recent Trading Information
METALDYNE PERFORMANCE GROUP INC. (NYSE:MPG) closed its last trading session at 0.0000 with 1,073,002 shares trading hands.