INDIANAPOLIS--(BUSINESS WIRE)--May 9, 2019--
Allison Transmission Holdings Inc. (NYSE: ALSN), the largest global
provider of commercial duty fully-automatic transmissions, today
announced that it has repurchased 4,977,043 shares of the Company’s
common stock from Ashe Capital Management, LP (“Ashe Capital”) for
$46.70 per share, or a total purchase price of approximately $232
million, representing a purchase price equal to the May 6, 2019 closing
price pursuant to a Stock Purchase Agreement with Ashe Capital dated May
7, 2019. The transaction closed on May 9, 2019.
Following the closing of the transaction, Ashe Capital owns
approximately 4.1% of the Company’s common stock and William R. Harker
has resigned as a member of the Board of Directors (“Board”),
“We have had a constructive relationship with the management team since
we first invested in the Company in October 2013, and I have appreciated
the opportunity to further build that relationship and contribute to the
Company’s success as a board member these last two years,” said Mr.
Harker. “Allison remains a key holding within our portfolio and we wish
management continued success.”
Lawrence E. Dewey, Chairman of the Board stated, “We would like to thank
Mr. Harker and Ashe Capital for their contributions over the years.
During his tenure, Bill has engaged in thoughtful discussion about our
business and played a valuable role on the Board. Ashe Capital remains a
top shareholder and we truly appreciate their continued commitment to
Stock Repurchase Authorization
The Company also announced that its Board has approved a new
authorization under the Company’s current stock repurchase program for
the repurchase of up to an additional $1 billion. The new authorization
brings the total amount authorized under the program to $3 billion.
Repurchases under the program may be made in the open market, in
privately negotiated transactions or otherwise, with the amount and
timing of repurchases depending on market conditions and corporate
needs. Open market repurchases will be structured to occur within the
pricing and volume requirements of Rule 10b-18. The Company may also,
from time to time, enter into Rule 10b5-1 plans to facilitate
repurchases of its shares under this authorization. This stock
repurchase program does not obligate the Company to acquire any
particular amount of its common stock and the program may be extended,
modified, suspended or discontinued at any time at the Company's
Finally, the Company’s Board declared a cash dividend today of $0.15 per
share of the Company’s common stock for the second quarter of 2019.
Payment will be made on May 31, 2019, to stockholders of record as of
the close of business on May 20, 2019.
The payment of any future dividends will be at the discretion of the
board of directors and will be dependent upon Allison
Transmission's financial position, results of operations, available
cash, cash flow, capital requirements and other factors deemed relevant
by the board of directors.
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 2,900 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. For more information, visit www.allisontransmission.com.
This press release contains 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: our participation in markets that are competitive; the
highly cyclical industries in which certain of our end users operate;
uncertainty in the global regulatory and business environments in which
we operate; our ability to prepare for, respond to and successfully
achieve our objectives relating to technological and market
developments, competitive threats and changing customer needs; the
concentration of our net sales in our top five customers and the loss of
any one of these; the failure of markets outside North America to
increase adoption of fully-automatic transmissions; the success of our
research and development efforts, the outcome of which is uncertain; our
failure to identify, consummate or effectively integrate acquisitions;
U.S. and foreign defense spending; general economic and industry
conditions; increases in cost, disruption of supply or shortage of raw
materials or components used in our products; 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; risks associated with our
international operations, including increased trade protectionism; labor
strikes, work stoppages or similar labor disputes, which could
significantly disrupt our operations or those of our principal
customers; risks related to our substantial indebtedness; our intention
to pay dividends and repurchase shares of our common stock and other
risks and uncertainties associated with our business described in our
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K. 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20190509005942/en/
Source: Allison Transmission Holdings Inc.
Director of Investor Relations