INDIANAPOLIS, June 3, 2014 /PRNewswire/ -- Allison Transmission Holdings
Inc. (NYSE: ALSN), announced today the sale of 35,000,00 shares of its common
stock by investment funds affiliated with The Carlyle Group and Onex Corporation
(the "Sponsors"). In addition, the underwriter will have an option to purchase
up to 5,250,000 additional shares from the Sponsors. All of the shares are
being sold on a pro rata basis by the Sponsors, which are existing stockholders
of Allison Transmission Holdings Inc. ("Allison"), in accordance with their
current interests. Allison will not receive any of the proceeds from the
offering of shares by the Sponsors. Closing of the offering is expected to occur
on or about June 9, 2014, subject to customary closing conditions.
Subject to completion of the offering, Allison will repurchase from the
underwriter 5,000,000 of the 35,000,000 shares of common stock being sold by the
Sponsors. Allison's per-share purchase price for the repurchased shares will be
the same as the per-share purchase price payable by the underwriter to the
Sponsors. The repurchased shares will no longer be outstanding following
completion of the offering. Allison intends to fund the repurchase with cash on
hand.
Citigroup is acting as the sole underwriter for the offering. Citigroup
proposes to offer the shares of common stock from time to time to purchasers
directly or through agents, or through brokers in brokerage transactions on the
New York Stock Exchange, or to dealers in negotiated transactions or in a
combination of such methods of sale, at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices.
Following the offering and shares repurchase, the Sponsors will continue
to beneficially own an aggregate of 10,642,499 shares, or approximately 6% in
the aggregate, of Allison's outstanding common stock after giving effect to the
offering and shares repurchase (or 5,392,499 shares, or approximately 3% in the
aggregate, if the underwriter fully exercises its option to purchase additional
shares). The total number of outstanding shares of Allison's common stock will
not change as a result of the offering to the public, but will be reduced by the
number of shares repurchased by Allison.
Allison has filed a registration statement (including a prospectus) with
the U.S. Securities and Exchange Commission (the "SEC") for the offering to
which this communication relates. Before you invest, you should read the
prospectus in that registration statement and other documents Allison has filed
with the SEC for more complete information about Allison and this offering. You
may get these documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov. Alternatively, Citigroup will arrange to send you the prospectus if
you request it by writing Citigroup, c/o Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, NY 11717; or by telephone: 800-831-9146.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state or jurisdiction.
About Allison Transmission
Allison Transmission (NYSE: ALSN) is the world's largest manufacturer of
fully automatic transmissions for medium- and heavy-duty commercial vehicles,
and is a leader in hybrid-propulsion systems for city buses. Allison
transmissions are used in a variety of applications including refuse,
construction, fire, distribution, bus, motorhomes, defense and energy. Founded
in 1915, the company is headquartered in Indianapolis, Indiana, USA and employs
approximately 2,700 people worldwide. With a market presence in more than 80
countries, Allison has regional headquarters in the Netherlands, China and
Brazil with manufacturing facilities in the U.S., Hungary and India. Allison
also has approximately 1,400 independent distributor and dealer locations
worldwide.
Forward-Looking Statements
This press release may contain forward-looking statements. All statements
other than statements of historical fact contained in this press release are
forward-looking statements, including all statements regarding future financial
results. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "expect," "plans," "project,"
"anticipate," "believe," "estimate," "predict," "intend," "forecast," "could,"
"potential," "continue" or the negative of these terms or other similar terms or
phrases. Forward-looking statements are not guarantees of future performance and
involve known and unknown risks. Factors which may cause the actual results to
differ materially from those anticipated at the time the forward-looking
statements are made include, but are not limited to: risks related to our
substantial indebtedness; our participation in markets that are competitive;
general economic and industry conditions; our ability to prepare for, respond to
and successfully achieve our objectives relating to technological and market
developments and changing customer needs; the failure of markets outside North
America to increase adoption of fully-automatic transmissions; the discovery of
defects in our products, resulting in delays in new model launches, recall
campaigns and/or increased warranty costs and reduction in future sales or
damage to our brand and reputation; the concentration of our net sales in our
top five customers and the loss of any one of these; risks associated with our
international operations; brand and reputational risks; our intention to pay
dividends; and labor strikes, work stoppages or similar labor disputes, which
could significantly disrupt our operations or those of our principal customers.
Although we believe the expectations reflected in such forward-looking
statements are based upon reasonable assumptions, we can give no assurance that
the expectations will be attained or that any deviation will not be material.
All information is as of the date of this press release, and we undertake no
obligation to update any forward-looking statement to conform the statement to
actual results or changes in expectations.
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