According to the Complaint, on November 3, 2016, Metaldyne issued a press release announcing that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) to sell Metaldyne to American Axle. Under the terms of the Merger Agreement, Metaldyne stockholders will receive $13.50 in cash and 0.5 shares of American Axle common stock with a value of $11.75 for each share of Metaldyne common stock they own (the “Merger Consideration”). The Proposed Transaction is valued at approximately $1.6 billion.
On December 19, 2016, Metaldyne and American Axle filed with the United States Securities and Exchange Commission (“SEC”) a joint Registration Statement on Form S-4, which was subsequently amended on January 27, 2017 (the “Registration Statement”) in connection with the Proposed Transaction. The Complaint alleges the Registration Statement, which recommends that Metaldyne stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) Metaldyne management’s projections, utilized by the Company’s financial advisor, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”), in its financial analyses; (ii) the valuation analyses prepared by BofA Merrill Lynch in connection with the rendering of its fairness opinion; and (iii) material information concerning the background of the process leading up to the Proposed Transaction.
This case was voluntarily dismissed on April 21, 2017.