Metaldyne Performance Group Inc. (NYSE:MPG) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07.
|
Submission of Matters to a Vote of Security Holders. |
On April5, 2017, Metaldyne Performance Group Inc. (the Company)
held a special meeting of stockholders (the Special Meeting) to
consider and vote on (i)a proposal to adopt the Agreement and
Plan of Merger, dated as of November3, 2016, by and among the
Company, American Axle Manufacturing Holdings, Inc. (AAM),
and Alpha SPV I, Inc. (Merger Sub), (such agreement, as it
may be amended from time to time, the Merger Agreement),
and to approve the transactions contemplated thereby, to which,
among other things, Merger Sub will merge with and into the
Company (the Merger) with the Company surviving the Merger
as a wholly-owned subsidiary of AAM, (ii)a proposal to approve,
on an advisory, non-binding basis, the compensation that may be
paid or become payable to the Companys named executive officers
in connection with the Merger, and (iii)a proposal to adjourn the
Special Meeting, if necessary or appropriate, to permit further
solicitation of proxies if there are not sufficient votes at the
time of the Special Meeting to adopt the Merger Agreement and
approve the transactions contemplated thereby.
The proposal to adopt the Merger Agreement and approve
transactions contemplated thereby was approved by the Companys
stockholders. The final report of the votes for this proposal was
as follows:
|
For |
Against |
Abstain |
BrokerNon-Votes |
|||
|
62,970,266 |
20,434 | 219,269 |
The proposal to approve, on an advisory, non-binding basis, the
compensation that may be paid or become payable to the Companys
named executive officers in connection with the Merger was
approved by the Companys stockholders. The final report of the
votes for this proposal was as follows:
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
62,454,057 |
318,371 | 437,541 |
The proposal to adjourn the Special Meeting, if necessary or
appropriate, to permit further solicitation of proxies if there
are not sufficient votes at the time of the Special Meeting to
adopt the Merger Agreement and approve the transactions
contemplated thereby was approved by the Companys stockholders.
The final report of the votes for this proposal was as follows:
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
62,232,743 |
744,154 | 233,072 |
Adjournment of the Special Meeting was not necessary or
appropriate because there were sufficient votes at the time of
the Special Meeting to adopt the Merger Agreement and approve the
transactions contemplated thereby.
Item 8.01. Other Events.
Subject to the satisfaction of the remaining conditions to the
closing of the Merger in accordance with the terms of the Merger
Agreement, the Company currently expects the Merger to close on
or around April6, 2017.
Cautionary Language Concerning Forward-Looking Statements
Certain information set forth in this communication, including
statements as to the expected timing, completion and effects of
the proposed Merger, constitute forward-looking statements within
the meaning of the federal securities laws, including the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by words such as expects, intends,
anticipates, plans, projects, believes, seeks, targets,
forecasts, will, would, or similar expressions, and variations or
negatives of these words, and often address, but are not limited
to, statements regarding expected future business, prospects and
financial performance and financial condition. Forward-looking
statements by their nature address matters that are, to different
degrees, uncertain, such as statements about the consummation of
the proposed Merger, which are subject to inherent uncertainties,
risks and changes in circumstances that are difficult to predict
and that are outside of the control of the Company and AAM. These
and other forward-looking statements are not guarantees of future
results and are subject to risks, uncertainties and assumptions
that could cause actual results to differ materially from those
expressed in any forward-looking statements.
Among the risks and uncertainties that may cause actual results
to differ from those described in the forward-looking statements
are the following: (i)the occurrence of any event, change or
other circumstance that could give rise to the termination of the
Merger Agreement or otherwise affect the completion of the
proposed Merger on the anticipated terms and timing, including
the risk that any of the closing conditions to the proposed
Merger may not be satisfied in a timely manner; (ii)the ability
of the Company and AAM to integrate their businesses successfully
and to realize the anticipated benefits of the proposed Merger;
(iii)pending and potential litigation relating to the proposed
Merger; and (iv)risks related to disruptions to ongoing business
operations, including disruptions to management time, related to
the proposed Merger. Discussions of additional risks and
uncertainties are contained in the Companys and AAMs filings with
the U.S. Securities and Exchange Commission (the SEC). Persons
reading this communication are cautioned against relying on any
forward-looking statements, which speak only as of the date
hereof and should be read in conjunction with the other
cautionary statements that are included elsewhere herein and in
the Companys and AAMs filings with the SEC, including those
described under Risk Factors in their respective Annual Reports
on Form 10-K. Neither the Company nor AAM assumes any obligation,
and each expressly disclaims any obligation, to publicly provide
revisions or updates to any forward-looking statements, except as
otherwise required by securities and other applicable laws.
Additional Information and Where to Find It
In connection with the proposed Merger, AAM filed a registration
statement on FormS-4 (File No.333-215161) with the SEC (as
amended, the Registration Statement), containing a prospectus of
AAM and a joint proxy statement of the Company and AAM. The
Registration Statement was declared effective by the SEC on
March6, 2017. On March6, 2017, the Company also filed with the
SEC the definitive joint proxy statement in connection with the
proposed Merger, and the Company mailed the joint proxy
statement/prospectus to its stockholders beginning on or around
March7, 2017. STOCKHOLDERS OF THE COMPANY AND AAM ARE URGED TO
READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS THAT ARE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER AND RELATED MATTERS. Investors and security
holders may obtain free copies of the joint proxy
statement/prospectus and other documents filed with the SEC by
the Company and AAM free of charge through the website maintained
by the SEC at www.sec.gov. Copies of documents filed with the SEC
by the Company are also available free of charge on the Companys
investor relations website. Copies of documents filed with the
SEC by AAM are also available free of charge on AAMs investor
relations website.
3
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 down -0.12 at 22.03 with 171,263 shares trading hands.