Metaldyne Performance Jumps After American Axle Announces Acquisition Deal
Shares of Metaldyne Performance (MPG), a manufacturer of powertain components, are spiking after peer American Axle & Manufacturing (AXL) announced earlier that the two companies have entered into a definitive merger agreement under which AAM will acquire MPG for approximately $1.6B in cash and stock, plus the assumption of $1.7B in net debt. The combination brings together "highly complementary businesses and forms a premier, global Tier 1 supplier with broad capabilities across powertrain, drivetrain and driveline product lines, as well as diversified customer base and end-markets," the companies said.
TERMS OF DEAL: Under the terms of the agreement, each share of MPG's common stock will be converted into the right to receive $13.50 per share in cash and 0.5 share of AAM common stock. Upon closing of the transaction, AAM's shareholders will own approximately 70% of the combined company and MPG's shareholders will own approximately 30%. The transaction has been unanimously approved by the boards of directors of both companies and is anticipated to close in the first half of 2017 subject to shareholder and regulatory approval and other customary closing conditions.Concurrent with the signing of the merger agreement, AAM entered into a voting agreement with an affiliate of American Securities, the controlling stockholder of MPG, pursuant to which American Securities has agreed to vote in favor of and otherwise support the transaction, subject to the terms of the voting agreement. Following the transaction, an affiliate of American Securities will own approximately 23% of the combined company.
EXECUTIVE COMMENTARY: "AAM's transformational acquisition of MPG brings together two complementary Tier 1 organizations to create a company with greater scale and increased diversity across products, customers and end markets," said David Dauch, AAM's Chairman and Chief Executive Officer. "MPG's expertise in complex, highly-engineered powertrain components and its global footprint will be tremendous assets to AAM. We are excited about the powerful industrial logic in this combination that will allow us to create additional value for our customers and other key stakeholders. Together, we are forming a company with increased earnings potential and enhanced cash flow generation that will allow us to rapidly reduce leverage while fueling growth and delivering value to our shareholders."
ACCRETIVE TRANSACTION: The transaction is expected to be accretive to cash flow and EPS in the first full year following the transaction. By 2018, AAM expects the combined company to achieve annual run-rate cost synergies of between $100M and $120M, primarily derived from optimizing the operating structure, eliminating redundant public company costs, achieving purchasing leverage advantages and operational economies of scale. The cash portion of the merger consideration will be financed through a combination of cash on hand and debt. Upon closing, AAM expects a pro forma 2016E Net Debt / Adjusted EBITDA ratio of approximately 3.5x. AAM expects the combined company to generate significant operating profitability and cash flow that will facilitate rapid debt reduction. AAM is targeting a Net Debt / Adjusted EBITDA ratio of 2x by the end of 2019. PRICE ACTION: Shares of Metaldyne Performance are up $6.00, or $42%, to $20.30 per share, while shares of American Axle are lower by 14.6%, or $2.43, to $14.18 per share.
PEERS TRADING HIGHER: Shares of other auto component manufacturers are also trading higher this morning including Dana Incorporated (DAN), Delphi Automotive (DLPH), Goodyear Tire & Rubber (GT), Lear (LEA) and BorgWarner (BWA).
Disclosure: None.