Dauch Corporation · NYSE:DCH
Dauch — American Axle & Manufacturing Holdings — Merger or Acquisition (January 2025)
24 slides from Dauch's merger presentation, Jan 29, 2025
Slide 1: Creating a Leading Global Driveline and Metal Forming Supplier
Creating a Leading Global Driveline and Metal Forming Supplier January 29, 2025
Slide 2: Forward-Looking Statements
Forward-Looking Statements In this presentation, American Axle & Manufacturing Holdings, Inc. (“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
Slide 3: Compelling Strategic Combination
Compelling Strategic Combination + Creates a Comprehensive More diversified High margins leading global powertrain customer base Compelling with strong driveline and agnostic product with expanded industrial logic earnings metal forming portfolio with and balanced with ~$300M of accretion, cash supp
Slide 4: Transaction Summary
Transaction Summary ▪ Terms of the combination represent a total implied value of 85.2 pence per Dowlais share, with each Dowlais shareholder entitled to receive for each Dowlais share held: 0.0863 new AAM shares, 42 pence in CONSIDERATION cash and up to 2.8 pence of Dowlais FY24 final dividend prio
Slide 5: Financial Benefits of the Combination
Financial Benefits of the Combination + ~$12B ~$300M ~14% ~2.5x Revenue1 Synergies3 Combined Expected Day One Adj. EBITDA Margin Net Leverage including synergies2 including synergies3 Expect strong earnings accretion in the first full year following the close of the transaction4 (1) Combined revenue
Slide 6: Dowlais Overview
Dowlais Overview A MARKET LEADING, HIGH-TECHNOLOGY ENGINEERING GROUP ~$6B 2023 Sales 30,000+ Employees1 22 Countries1 Leading Global Driveline Supplier Leading Sinter Metals Supplier 100 Locations1 Present in 50% of Vehicles ~10M Components Produced / Day Powder Metal EMEA North >90% of Global Auto
Slide 7: Significantly Enhanced Scale
Significantly Enhanced Scale N.A. AUTO SUPPLIER RANKINGS BY 2023A TOTAL REVENUE ($B) $43 GLOBAL PROFILE1 Creates a Leading Global Auto Supplier $23 $20 $15 50,000+ 25 Over 170 $14 ~ $12 Employees Countries Locations $11 $9 $6 $6 #6 $5 $5 $4 $4 $4 $4 $4 Magna Lear Aptiv Adient BorgWarner Non Adjusted
Slide 8: Complementary Combined Business
Complementary Combined Business DRIVELINE METAL FORMING Axle Systems Torque Management Forging / Casting Powdered Metal • Beam Axles • Sideshafts • Hot, Warm and Cold • Powder • Final Drive Units • Propshafts Forming • Sintered Metal • AWD Systems • Joint Technology • Ferrous and Non-Ferrous • Machi
Slide 9: Comprehensive Product Portfolio
Comprehensive Product Portfolio ICE / HYBRID ELECTRIC BEAM eBEAM AXLES REAR DRIVE POWER TRANSFER DIFFERENTIAL BALANCE SHAFT GEARBOXES eMACHINE ELECTRIC DRIVE AXLES GEARS SIDESHAFTS PROPSHAFTS ACTUATOR MODULES UNITS ASSEMBLIES SYSTEMS / VCS UNITS Technology-driven powertrain agnostic product portfoli
Slide 10: Strongly Positioned For Growth
Strongly Positioned For Growth GROWTH PLATFORM CHINA • Adjacent Markets that Leverage EV Combined Capabilities • Positioned Well to Support ICE / HYBRID • Enhanced Segment and Domestic and Global OEMs • Aftermarket Opportunities Market Coverage • Expansive and Complementary • Expanded Product Portfo
Slide 11: Customer Diversification
Customer Diversification 1 1 COMBINED GROUP GM GM 11% 24% Other Stellantis 33% GM 11% Other 39% 40% + Other 50% Ford 6% = VW Group Stellantis 9% 14% Ford Renault- Toyota Nissan Toyota Ford 12% Renault- VW Group Stellantis 8% 3% 9% 16% Nissan 4% 6% 5% Balanced and Diversified Customer Base Source: Co
Slide 12: Geographic Diversification
Geographic Diversification 1 1 COMBINED GROUP China EMEA 9% 15% EMEA Rest of North North 34% North Asia America America America 9% 73% 54% Asia 37% 9% South America + = 3% EMEA 25% South America Asia South 3% 26% America 3% Enhanced ability to support customers’ global production and technology need
Slide 13: ~$300M of Synergy Potential
~$300M of Synergy Potential CATEGORY DESCRIPTION • Eliminating duplicate public company and other costs TIMING AND COST • Optimization of the combined workforce SG&A ~30% TO ACHIEVE • Streamlining of engineering, research, and development expenses • Elimination of duplicate business and technical of
Slide 14: Balance Sheet and Capital Allocation
Balance Sheet and Capital Allocation BALANCE SHEET CAPITAL ALLOCATION • Committed financing in place for transaction • Support investment for organic growth • Expect $2.2 billion of new debt financing • Prioritize debt repayment until 2.5x net leverage achieved • Transaction approximately net levera
Slide 15: AAM Preliminary Unaudited 2024 Results
AAM Preliminary Unaudited 2024 Results 2024 2024 Estimated Results1 Previous Targets2 Full Year Sales $6.1 – $6.15 billion $6.1 - $6.15 billion Adjusted EBITDA $740 – $750 million $715 - $745 million Adjusted Free Cash Flow $220 – $230 million $200 - $220 million (1) Estimated financial results for
Slide 16: Key Takeaways
Key Takeaways Transformational transaction resulting in meaningful size, scale and synergy opportunity More robust business model based on compelling strategic rationale and industrial logic Powertrain agnostic product portfolio while realizing enhanced diversification Strong, experienced and blende
Slide 17: BRINGING TBE PELE FASTER
BRINGING TBE PELE FASTER @)
Slide 18: Appendix
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Slide 19: Additional Disclosures
Additional Disclosures Participants in the Solicitation AAM and its directors, executive officers and certain other members of management and employees will be participants in the solicitation of proxies from AAM’s shareholders in respect of the Business Combination, including the proposed issuance
Slide 20: Additional Disclosures
Additional Disclosures Quantified Financial Benefits Statement This presentation contains statements of estimated cost savings and synergies arising from the Combination (together, the “Quantified Financial Benefits Statements”). Statements of estimated cost savings and synergies relate to future ac
Slide 21: Additional Disclosures
Additional Disclosures Profit forecasts and estimates The statements by AAM in this presentation regarding its adjusted EBITDA and adjusted free cash flow constitute profit estimates for the purposes of Rule 28.5 of the Code (AAM FY24 Profit Estimate). The Panel has granted AAM a dispensation from t
Slide 22: Supplemental Data
Supplemental Data AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. SUPPLEMENTAL DATA (Unaudited) The supplemental data presented below is a reconciliation of certain financial measures which is intended to facilitate analysis of American Axle & Manufacturing Holdings, Inc. business and operating perform
Slide 23: Supplemental Data
Supplemental Data AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. SUPPLEMENTAL DATA (Unaudited) The supplemental data presented below is a reconciliation of certain financial measures which is intended to facilitate analysis of American Axle & Manufacturing Holdings, Inc. business and operating perform
Slide 24: Definitions
Definitions AAM EBITDA and Adjusted EBITDA AAM defines EBITDA to be earnings before interest expense, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding the impact of restructuring and acquisition-related costs, debt refinancing and redemption costs, gains or
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