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News & Insights

Dowlais Group plc’s £1.16 Billion Recommended Cash and Share Combination with American Axle & Manufacturing Holdings, Inc.

January 29, 2025

On January 29, 2025, Dowlais Group plc (“Dowlais”), a specialist engineering group focused on the automotive sector, and American Axle & Manufacturing Holdings, Inc. (“AAM”), a leading automotive and mobility supplier, announced that their boards have reached agreement on the terms of a recommended cash and share combination. Under the terms of the combination, each Dowlais shareholder will be entitled to receive 0.0863 new AAM shares, 42 pence in cash and up to 2.8 pence in the form of dividends to be paid prior to completion. Dowlais shareholders will own approximately 49% of AAM upon closing. The offer values Dowlais at approximately £1.16 billion.

The transaction is conditional on, amongst other things, antitrust approvals in Europe, the U.S., China, Brazil and Mexico, and approvals from Dowlais and AAM shareholders. The transaction is expected to close in 2025. Cravath is representing Dowlais as U.S. counsel in connection with the transaction.

The Cravath team is led by partners George F. Schoen and Claudia J. Ricciardi and includes of counsel Saagar Kaul and associate Cierra Coury on M&A matters; partner Ron Creamer and associate Chloe Amarilla on tax matters; partner Eric W. Hilfers and foreign associate attorney Andreas Kaletsch on executive compensation and benefits matters; and partner Margaret T. Segall on regulatory matters.

Related Practices & Industries

  • Corporate
  • Mergers and Acquisitions
  • Tax
  • Executive Compensation and Benefits
  • Antitrust
  • Industrials and Chemicals

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George F. Schoen
Title
Corporate
Title
Partner
Email
gschoen@cravath.com
Phone
+1-212-474-1740
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    Education

    • J.D., 1998, University of Chicago Law School
      with Honors
    • B.A., 1994, Cornell University

    Admitted In

    • New York
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    Name
    Claudia J. Ricciardi
    Title
    Corporate
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    Partner
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    cricciardi@cravath.com
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    +1-212-474-1035
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      Education

      • J.D., 2015, Harvard Law School
        cum laude
      • B.A., 2012, University of Pennsylvania
        Phi Beta Kappa, summa cum laude

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      • New York
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      Name
      Ron Creamer
      Title
      Tax
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      rcreamer@cravath.com
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      +1-212-474-1010
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        Education

        • M.P.P.M., 1991, Yale University
        • J.D., 1991, Yale Law School
        • A.B., 1987, Princeton University

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        • New York
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        Name
        Eric W. Hilfers
        Title
        Executive Compensation and Benefits
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        Partner
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        ehilfers@cravath.com
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        +1-212-474-1352
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          Education

          • J.D., 1998, University of Chicago Law School
            with Honors
          • A.B., 1995, Princeton University

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          • New York
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          Name
          Margaret T. Segall
          Title
          Litigation
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          msegall@cravath.com
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            Education

            • J.D., 2008, Harvard Law School
              cum laude
            • A.B., 2003, Harvard College
              magna cum laude

            Admitted In

            • New York
            Name
            Saagar Kaul
            Title
            Corporate
            Title
            Of Counsel
            Email
            skaul@cravath.com
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            +1-212-474-1253
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              Education

              • J.D., 2017, Columbia Law School
              • M.B.A., 2017, Columbia College
              • A.B., 2012, Dartmouth College
                cum laude

              Admitted In

              • New York

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              January 28, 2025

              Paragon 28’s $1.2 Billion Acquisition by Zimmer Biomet

              On January 28, 2025, Paragon 28, Inc. (“Paragon 28”), a leading medical device company focused on the foot and ankle orthopedic segment, and Zimmer Biomet Holdings, Inc. (“Zimmer Biomet”), a global medical technology leader, announced they have entered into a definitive agreement for Zimmer Biomet to acquire all outstanding shares of common stock of Paragon 28 for an upfront payment of $13.00 per share in cash, corresponding to an equity value of approximately $1.1 billion and an enterprise value of approximately $1.2 billion. Paragon 28 shareholders will also receive a non-tradeable contingent value right (CVR) entitling the holder to receive up to $1.00 per share in cash if certain revenue milestones are achieved. Cravath is representing Paragon 28 in connection with the transaction.

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              January 27, 2025

              The Aquarion Water Authority’s $2.4 Billion Acquisition of Aquarion Water Company from Eversource Energy

              On January 27, 2025, the Aquarion Water Authority, a quasi-public corporation and political subdivision of the State of Connecticut and a standalone, newly created water authority alongside the South Central Connecticut Regional Water Authority, announced that it has entered into a definitive agreement to acquire Aquarion Water Company from Eversource Energy, an energy provider which transmits and delivers electricity and natural gas and supplies water to approximately 4.4 million customers in Connecticut, Massachusetts and New Hampshire. Subject to certain closing adjustments, the aggregate enterprise value of the sale is approximately $2.4 billion, which includes approximately $1.6 billion in cash and $800 million of net debt that will be extinguished at closing. Cravath is representing the Aquarion Water Authority in connection with the transaction.

              Deals & Cases

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              Deals & Cases

              January 13, 2025

              Johnson & Johnson’s $14.6 Billion Acquisition of Intra‑Cellular Therapies, Inc.

              On January 13, 2025, Johnson & Johnson and Intra‑Cellular Therapies, Inc. announced that they have entered into a definitive agreement under which Johnson & Johnson will acquire all outstanding shares of Intra‑Cellular Therapies, a biopharmaceutical company focused on the development and commercialization of therapeutics for central nervous system (CNS) disorders, for $132 per share in cash for a total equity value of approximately $14.6 billion. Cravath is representing Johnson & Johnson in connection with the transaction.

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