American Axle & Manufacturing Holdings, Inc.

Page 1 of 5 COMPETITION COMMISSION OF INDIA Combination Registration No.C-2025/04/1270 27th May 2025 Notice under Section 6(2) of the Competition Act, 2002 given by American Axle & Manufacturing Holdings, Inc. CORAM: Ms. Ravneet Kaur Chairperson Mr. Anil Aggarwal Member Ms. Sweta Kakkad Member Mr. Deepak Anurag Member Order under Section 31(1) of the Competition Act, 2002 1. On 11th April 2025, the Competition Commission of India (Commission) received a notice (Notice), under sub-section (2) of Section 6 of the Competition Act, 2002 (Act), given by American Axle & Manufacturing Holdings, Inc. (Acquirer). The Notice was filed pursuant to inter alia execution of Co-operation Agreement dated 29th January 2025 (Co-operation Agreement) between the Acquirer and Dowlais Group plc (Target), and announcement dated 29th January 2025 by the Acquirer’s and Target’s boards of directors in relation to the Proposed Combination under the U.K. Public Takeover Rules i.e., Rule 2.7. of the City Code on Takeovers and Mergers (Rule 2.7. Announcement). Combination Registration No. C-2025/04/1270 Page 2 of 5 2. The proposed combination entails the proposed acquisition of the entire (100%) issued and to be issued ordinary share capital, and thereof sole control of the Target by the Acquirer in accordance with the Co-operation Agreement and Rule 2.7. Announcement. (Proposed Combination) [hereinafter, Acquirer and Target are collectively referred to as “Parties”]. 3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letter dated 28th April 2025, certain information(s)/clarification(s) relevant for the purpose of assessment of the combination were sought from the Acquirer. The Acquirer submitted response to the same dated 07th April 2025, after seeking extension of time. 4. The Acquirer is a company listed on the New York Stock Exchange (NYSE) and is the ultimate parent entity (UPE) of the Acquirer group. The entire shareholding of the Acquirer is held by public shareholders and none of its shareholders, individually or as a group, exercise control or material influence over the Acquirer in any manner. It is stated that certain public shareholders of the Acquirer, namely, BlackRock Fund Advisors (BlackRock) and the Vanguard Group, Inc. (Vanguard) exercise more than 10% shareholding in the Acquirer, through various index mutual funds i.e., passive funds which mimic their shareholding in stocks based on specific market indices. It is also stated that BlackRock and Vanguard do not exercise any control/material influence over the Acquirer’s management and affairs in any manner, which will continue even post the Proposed Combination. 5. The Acquirer Group refers to all entities over which the Acquirer exercises shareholding/rights which meet the Materiality Thresholds.1 In India, the Acquirer Group is engaged in the supply of driveline products/drive transmission components for utility vehicles (UVs) and medium & heavy commercial vehicles (M&HCVS), and metal automotive components such as nuts for automotive components. 1 An “affiliate” is any entity over which the acquirer group(s) (starting from the UPE)/the target exercises any of the following: (i) ten percent or more of the shareholding or voting rights of the enterprise; or (ii) right or ability to have representation on the board of directors of the enterprise either as a director or as an observer; or (iii) right or ability to access commercially sensitive information of the enterprise (Materiality Thresholds). Combination Registration No. C-2025/04/1270 Page 3 of 5 6. The Target is a company listed on the London Stock Exchange (LSE) and is the UPE of the Dowlais Group. Target’s entire shareholding is held by public shareholders and none of the Target’s shareholders, individually, or as a group, exercise control or material influence over the Target in any manner. 7. The Target Group refers to all entities over which the Target exercises shareholding / rights which meet the Materiality Thresholds.2 In India, the Target Group is engaged in the supply of certain driveline products / drive transmission components for passenger cars (PCs), utility vehicles (UVs), and vans, and metal automotive components such as nuts for automotive components. The Target Group also has presence in India through GKN Automotive Bengaluru Private Limited (GKN Bengaluru). However, GKN Bengaluru is engaged solely in the provision of captive software development services to group entities of the Target outside India. 8. For the purpose of overlap assessment, the activities of the Acquirer Group (including its affiliates) and Target Group (including its affiliates) in India have been considered. The Acquirer Group designs, engineers and manufactures driveline/drive transmission components and metal forming products to support electric, hybrid, and internal combustion vehicles. The driveline is the system that transfers power (torque) from the vehicle’s power source and transmission to the wheels and falls within the category of drive transmission components. Driveline products include front and rear axles, driveshafts, differential assemblies, clutch modules, balance shaft systems and disconnecting driveline technology. Metal forming products are typically smaller components which are integrated by the customer (including the Acquirer Group’s driveline business) into larger components or systems (e.g., gears for use in differentials). 9. It is submitted that both the Acquirer Group (including its affiliates) and Target Group (including its affiliates) are engaged in supply of drive transmission components, and nuts for automotive components. Hence, Parties exhibit horizontal overlaps in the “market for supply of drive transmission components for UVs in India” (Relevant 2 Ibid Combination Registration No. C-2025/04/1270 Page 4 of 5 Market I) and the “market for supply of nuts for automotive components in India” (Relevant Market II). 10. Further, the Acquirer Group (including its affiliate) and Target Group (including its affiliates) are also engaged in the supply of nuts for automotive components which may be used in the respective automotive components supplied in India by the Target Group (including its affiliates) and Acquirer Group (including its affiliates). Therefore, Parties also exhibit potential vertical relationship/linkage in the “market for supply of nuts for automotive components in India” (Upstream Market) and the “market for supply of automotive components in India” (Downstream Market). 11. The Commission decides to leave the exact delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition in any of the plausible horizontal and vertical relevant market(s) in India. 12. With regard to the horizontal overlaps, based on the submissions of the Acquirer, it is noted that the combined market share of the Parties in the Relevant Market I is in the range of [5-10] % with incremental market share of less than 1% and the combined market share is less than 1% in Relevant Market II. Accordingly, it appears that the Proposed Combination is not likely to raise competition concern in any of the relevant markets. With regard to the vertical relationship, it is noted that the Parties have miniscule presence with combined market shares of less than 1% in each of the Upstream and Downstream Market. Further, each of these aforementioned markets are characterised by presence of several large players like JTEKT, Dana, BorgWarner, Tube Investments of India Limited, JBM Auto Limited etc. Thus, the Proposed Combination is not likely to cause foreclosure-related concerns in any vertical markets in India. 13. Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely