Accuride : Leading Independent Proxy Advisory Firms ISS and Glass Lewis Recommend Accuride Shareholders Vote “FOR” Proposed Crestview Transaction

  • Accuride Recommends Shareholders Vote to Approve Crestview’s
    Value-Maximizing Offer Today
  • Special Meeting of Shareholders to be held November 15, 2016

Accuride Corporation (NYSE:ACW) (“Accuride” or the “Company”) – a
leading supplier of components to the North American and European
commercial vehicle industries – today announced that Institutional
Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”),
leading independent proxy advisory firms, have recommended that Accuride
shareholders vote “FOR” the proposed transaction for Accuride to
be acquired by affiliates of Crestview Partners (“Crestview”) at
Accuride’s Special Meeting of Shareholders (the “Special Meeting”) on
November 15, 2016.

In its November 2, 2016 report recommending that shareholders vote “FOR”
the proposed Crestview transaction, ISS stated, among other things1:

  • “A vote FOR the proposed transaction is warranted based on the 55.4
    percent premium to ACW’s unaffected price; the robust sale process;
    the high indebtedness of 4.3x net debt/NTM EBITDA, which could impact
    renegotiation of the company’s 2018 debt maturities; the fact that the
    offer implies a 6.3x EV/NTM EBITDA multiple (10 percent above the
    company’s 5-year historical median); and the apparent lack of an
    asymmetric upside potential if the company remains standalone.”

In its November 1, 2016 report recommending that shareholders vote “FOR”
the proposed Crestview transaction, Glass Lewis stated, among other

  • “…[W]e believe that a standalone strategy carries a fairly
    significant amount of execution risk, particularly considering the
    Company’s untenable capital structure. Since the Company will likely
    need a significant cash infusion in the near future, any standalone
    strategy would almost assuredly expose existing shareholders to
    further potential equity and share price dilution. In comparison, the
    proposed merger provides existing shareholders with certainty of value
    for their Accuride shares at a substantial premium to the Company’s
    recent unaffected prices.”
  • “We also point out that for all but one of the trading days between
    the initial announcement date of the deal and the publication date of
    our Proxy Paper (i.e., from September 2, 2016 to November 1, 2016),
    the Company’s share price has closed at or slightly below the proposed
    merger consideration (average daily merger arbitrage spread of
    approximately 2.5%). This suggests to us that most investors likely
    believe that Crestview’s offer represents the best value for the
    Company at this time.”

John Risner, Chairman of Accuride’s Board of Directors, stated, “We are
pleased that ISS and Glass Lewis support the proposed Crestview
transaction and recognize the significant and immediate value that
Crestview’s all-cash $2.58 per share offer provides Accuride
shareholders. The Crestview transaction was the outcome of an extensive
and thorough strategic review process, and ISS’ and Glass Lewis’
endorsement aligns with the Accuride Board’s conviction that this
value-maximizing transaction is the best available outcome for the
Company and its shareholders.”

To follow the ISS and Glass Lewis recommendations, as well as the
unanimous recommendation of the Accuride Board of Directors, Accuride
shareholders should mark FOR the
merger proposal on the proxy card mailed to all Accuride shareholders
eligible to vote at the Special Meeting. Shareholders may vote by
following the instructions on the proxy card, or, if shares are held in
‘‘street name’’ through a broker, bank or nominee, by instructing your
broker, bank or nominee on how to vote your shares using the voting
instruction form furnished by your broker, bank or nominee.

Accuride urges shareholders to vote “FOR
the merger with Crestview TODAY.

If you have questions or need assistance voting your shares please

Georgeson LLC
1290 Avenue of the Americas, 9th Floor
York, NY 10104

Shareholders call toll-free: (800) 676-0281

About Accuride Corporation

With headquarters in Evansville, Ind., USA, Accuride Corporation is a
leading supplier of components to the North American and European
commercial vehicle industries. The company’s products include commercial
vehicle wheels and wheel-end components and assemblies. The company’s
products are marketed under its brand names, which include Accuride®,
Accuride Wheel End Solutions™, Gunite® and Gianetti Ruote™. Accuride’s
common stock trades on the New York Stock Exchange under the ticker
symbol ACW. For more information:

Additional Information About the Acquisition and Where to Find It

Accuride filed a definitive proxy statement and related materials with
the Securities and Exchange Commission (“SEC”) on October 17, 2016 for
its special meeting of shareholders in connection with the proposed
merger contemplated by the Agreement and Plan of Merger, dated September
2, 2016, by and among the Company, Armor Parent Corp. and Armor Merger
Sub Corp. (such merger, the “proposed transaction” and such agreement,
the “Merger Agreement”). The definitive proxy statement was first mailed
to shareholders of Accuride on or about October 17, 2016. The definitive
proxy statement contains important information about the proposed
transaction and related matters. INVESTORS OF ACCURIDE ARE URGED TO READ
TRANSACTION. Investors may obtain a free copy of these materials and
other documents filed by Accuride with the SEC at the SEC’s website at,
at Accuride’s website at or
by sending a written request to Accuride at 7140 Office Circle,
Evansville, Indiana 47715, Attention: General Counsel and Corporate

Participants in the Solicitation

Accuride and its directors, executive officers and certain other members
of management and employees may be deemed to be participants in
soliciting proxies from its shareholders in connection with the proposed
transaction. Information regarding the persons who may, under the rules
of the SEC, be considered to be participants in the solicitation of
Accuride’s shareholders in connection with the proposed transaction is
set forth in Accuride’s definitive proxy statement for its special
shareholder meeting, which was filed on October 17, 2016. Additional
information regarding these individuals and any direct or indirect
interests they may have in the proposed transaction is set forth in the
definitive proxy statement. Information relating to the foregoing can
also be found in Accuride’s definitive proxy statement for its 2016
Annual Meeting of Shareholders (the “2016 Proxy Statement”), which was
filed with the SEC on March 18, 2016. To the extent that holdings of
Accuride’s securities have changed since the amounts set forth in the
2016 Proxy Statement, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.

Forward-Looking Statements

Certain statements contained in this document may be considered
forward-looking statements within the meaning of the U.S. securities
laws, including Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended,
including statements regarding the proposed transaction and the ability
to consummate the proposed transaction. These forward-looking statements
generally include statements that are predictive in nature and depend
upon or refer to future events or conditions, and include words such as
“believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,”
“intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,”
“could,” “potential,” or similar expressions. Statements that are not
historical facts are forward-looking statements. Forward-looking
statements are based on current beliefs and assumptions that are subject
to risks and uncertainties. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the
date they are made. Actual results could differ materially from those
contained in any forward-looking statement as a result of various
factors, including, without limitation: (1) Accuride may be unable to
obtain shareholder approval for the proposed transaction; (2) the
conditions to the closing of the proposed transaction may not be
satisfied and required regulatory approvals may not be obtained; (3) the
proposed transaction may involve unexpected costs, liabilities or
delays; (4) the business of Accuride may suffer as a result of
uncertainty surrounding the proposed transaction; (5) the outcome of any
legal proceedings related to the proposed transaction; (6) Accuride may
be adversely affected by other economic, business, legislative,
regulatory and/or competitive factors; (7) the occurrence of any event,
change or other circumstances that could give rise to the termination of
the Merger Agreement; (8) risks that the proposed transaction disrupts
current plans and operations and the potential difficulties in employee
retention as a result of the proposed transaction; (9) the failure by
Armor Parent Corp. or Armor Merger Sub Corp. to obtain the necessary
debt and equity financing arrangements set forth in the commitment
letters received in connection with the proposed transaction; and (10)
other risks to consummation of the proposed transaction, including the
risk that the proposed transaction will not be consummated within the
expected time period or at all. If the proposed transaction is
consummated, Accuride’s shareholders will cease to have any equity
interest in Accuride and will have no right to participate in its
earnings and future growth. The foregoing review of important factors
that could cause actual results to differ from expectations should not
be construed as exhaustive and should be read in conjunction with
statements that are included herein and elsewhere, including Accuride’s
filings with the SEC, including its Annual Report on Form 10-K for the
year ended December 31, 2015, the 2016 Proxy Statement, the definitive
proxy statement filed in connection with the proposed transaction
recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K
filed with the SEC, which are available on the SEC’s website at
Except as required by applicable law, Accuride undertakes no obligation
to update any forward-looking statement, or to make any other
forward-looking statements, whether as a result of new information,
future events or otherwise. Accuride does not intend, and assumes no
obligation, to update any forward-looking statements. Accuride’s filings
with the SEC, including its Annual Report on Form 10-K for the year
ended December 31, 2015, the 2016 Proxy Statement, the definitive proxy
statement filed in connection with the proposed transaction and recent
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed
with the SEC, which are available on the SEC’s website at

1 Permission to use quotes neither sought nor obtained.

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