Dauch Corp completes acquisition of Dowlais Group for 43p cash + 0.0881 share per share

This filing

cquire the entire issued and to be issued share capital of Dowlais Group plc (“ Dowlais ”), a public limited company incorporated in England and Wales (the “ Business Combination ”).

Comparable filing

adjustment with respect to certain of the estimated items included in the Estimated Closing Merger Consideration. In general, the Estimated Closing Merger Consideration is US$47,040,000 in base consideration (the “Base Consideration”), adjusted for certain items as described in the definition of Estimated Closing Merger Consideration in the Merger Agreement,

This filing

cquire the entire issued and to be issued share capital of Dowlais Group plc (“ Dowlais ”), a public limited company incorporated in England and Wales (the “ Business Combination ”).

Comparable filing

excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share

This filing

cquire the entire issued and to be issued share capital of Dowlais Group plc (“ Dowlais ”), a public limited company incorporated in England and Wales (the “ Business Combination ”).

Comparable filing

On May 7, 2026, as contemplated by the Business Combination Agreement and as described in the section titled “ The BCA Proposal ” beginning on pa ge 180 of the Proxy Statement/Prospectus, the Company, Enhanced and Merger Sub consummated the business combination contemplated by the Business Combination Agreement, whereby: • Merger Sub merged with and into Enhanced (the “First Merger”), with Enhanced surviving the merger as a wholly owned subsidiary of the Company;

This filing

cquire the entire issued and to be issued share capital of Dowlais Group plc (“ Dowlais ”), a public limited company incorporated in England and Wales (the “ Business Combination ”).

Comparable filing

the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01. As consideration for the Merger, the Company (a) issued an aggregate of 12,592,960 shares of the Company’s common shares, no par value (“Merger Shares”), to the holders of SHI’s senior preferred stock and (b) paid an aggregate of $10,000.00 in cash to the

This filing

cquire the entire issued and to be issued share capital of Dowlais Group plc (“ Dowlais ”), a public limited company incorporated in England and Wales (the “ Business Combination ”).

Comparable filing

Revenue Code of 1986, as amended. Under the terms of the Merger Agreement, the Company acquired Cullgen in an all-stock transaction that valued Cullgen at approximately $300 million. At the effective time of the Merger (the “Effective Time”), each then outstanding share of Cullgen capital stock (the “Cullgen Capital Stock”), excluding shares of Cullgen

This filing

cquire the entire issued and to be issued share capital of Dowlais Group plc (“ Dowlais ”), a public limited company incorporated in England and Wales (the “ Business Combination ”).

Comparable filing

fractional shares of Burke & Herbert Common Stock in accordance with the terms of the Merger Agreement. The total aggregate consideration payable in the Merger was approximately 5,102,855 shares of Burke & Herbert Common Stock. The issuance of shares of Burke & Herbert Common Stock in connection with the Merger was registered under the Securities Act of 1933, as

This filing

cquire the entire issued and to be issued share capital of Dowlais Group plc (“ Dowlais ”), a public limited company incorporated in England and Wales (the “ Business Combination ”).

Comparable filing

with and into Mistral, with Mistral continuing as the surviving entity and a wholly owned subsidiary of the Company (the “Merger”), for an aggregate amount of approximately $175,000,000, comprised of (i) 1,567,735 shares of the Company’s common stock (“Common Stock”), par value $0.0001 per share, issued to the Stockholder, (ii) 261,289 shares of Common Stock

This filing

cquire the entire issued and to be issued share capital of Dowlais Group plc (“ Dowlais ”), a public limited company incorporated in England and Wales (the “ Business Combination ”).

Comparable filing

Interests (as defined in the Terrasoul Acquisition Agreement) which constitute all of the issued and outstanding equity interests of Terrasoul, for a purchase price of (i) $48.0 million in cash, subject to customary purchase price adjustments, including adjustments for working capital, cash, debt and transaction expenses and (ii) potential earnout consideration