Linamar's Tender Offer for Montupet S.A. Latest Move to Solidify the Company as a Global Powerhouse in Aluminum Casting and Machining

Guelph, Ontario (ots/PRNewswire) -

Linamar Corporation today announced its intention to file a
Tender Offer for 100% of the outstanding shares and voting rights of
Montupet S.A. (EPA:MON), at EUR71.53 per share in cash, representing
a premium of 15.5% compared to the closing price of Montupet shares
as of October 14th, 2015 and a premium of 26.7% compared to the
30-day Volume Weighted Average Price. The implied transaction value
for 100% of Montupet is approximately EUR771 million (or $1.16
billion Canadian at $1.50CAD per EUR). In addition, Linamar would
assume the net debt of Montupet, which was EUR65 million as of June
30th, 2015. Montupet is a global leader in the design and manufacture
of complex aluminum castings for the global automotive industry with
sales and production facilities diversified across several European
countries, North America and Asia. The business combination
represents a significant milestone in Linamar's strategy to create
global leadership in the integrated casting and machining of aluminum
components for the automotive sector.

In addition, Linamar has entered into a Tender Offer Agreement
with Montupet S.A. pursuant to which Montupet, among other things,
has agreed to support Linamar's Tender Offer and not solicit other
bids.

Further, Montupet's senior managers and anchor shareholders, who
collectively own approximately 36.6% of Montupet's outstanding
shares, have individually entered into Undertaking to Tender
Agreements with Linamar pursuant to which they have agreed to tender
their shares to Linamar's Tender Offer. As part of this, the senior
managers and anchor shareholders have agreed to remain with the
company for at least one year after the acquisition closes.

The filing of the Tender Offer with the Autorité des Marchés
Financiers ("AMF"), the French Regulatory Authority, is expected to
take place in November 2015 after the board of directors of Montupet
has issued its formal recommendation on the offer following (i) the
completion of the information-consultation process of Montupet's
central works council and (ii) the issuance of the report of the
independent expert appointed by the board of directors of Montupet.

The Tender Offer is expected to open to the public in early
December 2015, pending approval by the AMF, and is expected to close
in February 2016. The Tender Offer is contingent upon certain
conditions being met, including receipt of antitrust regulatory
approval, which is expected to be achieved by year end, and achieving
an acceptance threshold of more than 50% of Montupet's total
outstanding shares and voting rights being tendered to the Offer.

In the event that upon completion of the Tender Offer Linamar
holds at least 95% of the share capital and voting rights of
Montupet, Linamar has indicated its intention to implement a
squeeze-out of the outstanding shares and voting rights of Montupet.

Montupet is a strong player in global automotive markets in
designing and manufacturing highly sophisticated aluminum castings
for a diversified customer base including numerous leading, global
OEMs. Montupet has expertise in low pressure die casting and gravity
die casting, both of which are standard processes for high-integrity
precision castings. It is a technological leader in cylinder head
manufacturing and also offers other key cast aluminum products such
as turbo charger components and steering knuckles.

Linamar is a diversified full service manufacturer of precision
metallic components and systems for a variety of global markets with
a particular expertise in aluminum component machining such as
cylinder heads, blocks, transmission cases and housings and other
critical engine, transmission and driveline components and
sub-systems.

"We are thrilled to reach these agreements with Montupet and the
key shareholders of Montupet to support our Tender Offer," said
Linamar CEO Linda Hasenfratz. "Montupet is a technical leader in the
market, well-known and respected for its engineering and processing
expertise in the cylinder head segment in particular where we intend
to grow and leverage our respective strengths. Our businesses are
very complementary, with our finished machining strength and
Montupet's casting expertise, and we are remarkably aligned in our
business philosophies, manufacturing discipline and employee
dedication with strong values and culture given our family business
approach. Together, we are poised for great success, as we can
jointly offer our customers one-stop shopping for collaboratively
designed, cast, fully machined and assembled cylinder heads and other
light metal cast products."

"Montupet and Linamar complement each other very well combining
leading expertise in casting and machining," stated Stéphane Magnan,
Chairman & CEO of Montupet. "Montupet has acquired a global
reputation with manufacturers which has resulted in strong growth in
sales supported by the company's very strong financial position
today. We want to choose the right partner to continue this legacy.
We strongly believe Linamar, with its global footprint, strong
values, diverse process capabilities, and automotive manufacturer
relationships is a good choice to lead Montupet's growth and success
in the long term. Linamar's offer is thus attractive for our
business."

Linamar has financing commitments in place for up to 100% of the
cash purchase price. These financing commitments provide Linamar the
ability to fund in multiple currencies including Euro and have been
fully underwritten by the Bank of Montreal and BMO Capital Markets,
Toronto-Dominion Bank, and Bank of Nova Scotia under terms and
conditions largely consistent with Linamar's current syndicated
credit facility. The pro forma leverage is prudent and well within
Linamar's target leverage parameters with pro forma cash flow
expected to allow for significant debt repayment going forward. The
acquisition is expected to be earnings accretive to Linamar's
earnings per share.

The undertakings to tender entered into by Montupet's anchor
shareholders are revocable in the event of a competing bid, except in
case of an increased offer by Linamar. Each of the anchor
shareholders has agreed to pay to Linamar a portion of the gain
realized if he tenders his shares to another offer.

Linamar and Montupet will hold a joint conference call on October
15th, 2015 at 9:00 a.m. EDT / 3:00 p.m. CET, with remarks in English
and French, to discuss this press release. The numbers for the call
are 1-866-907-5923 (United States), 1-855-301-2434 (Canada), and
0-805119320 (France) using participant code number 126694#, with a
call-in required 10 minutes prior to the start of the conference
call. The conference call will be chaired by Linda Hasenfratz,
Linamar's Chief Executive Officer and Stéphane Magnan, Chairman and
Chief Executive Officer of Montupet.

A copy of this press release will be available on Linamar's
website after 7:00 a.m. EDT on October 15th, 2015, at
http://www.sedar.com by the start of business on October 16th, 2015,
and on Montupet's website. A taped replay of the conference call will
also be made available starting at 12:00 p.m. EDT and 6:00 p.m. CET
on October 15th, 2015 for 90 days. The numbers for replay are
1-877-642-3018 (United States & Canada) and 33-0-172001500 (France)
using conference ID 296959#.

Linamar Corporation is a diversified global manufacturing Company
of highly engineered products powering vehicles, motion, work and
lives. The Company is made up of 2 operating segments - the
Powertrain/Driveline segment and the Industrial segment, which are
further divided into 4 operating groups - Machining & Assembly, Light
Metal Casting, Forging, and Skyjack, all world leaders in the design,
development and production of highly engineered products. The
Company's Machining and Assembly, Casting and Forging operating
groups focus on precision metallic components, modules and systems
for engine, transmission and driveline systems & structural
components designed for global vehicle and industrial markets. The
Company's Skyjack operating group is noted for its innovative, high
quality mobile industrial equipment, notably its class-leading aerial
work platforms and telehandlers. With more than 19,500 employees in
48 manufacturing locations, 5 R&D centers and 15 sales offices in 14
countries in North and South America, Europe and Asia, Linamar
generated sales of $4.2 billion in 2014. For more information about
Linamar Corporation and its industry leading products and services,
visit http://www.linamar.com.

Forward Looking Information, Risk and Uncertainties

Certain information provided by Linamar in this press release and
other documents published throughout the year which are not
recitation of historical facts may constitute forward-looking
statements. The words "may", "would", "could", "will", "likely",
"estimate", "believe", "expect", "plan", "forecast" and similar
expressions are intended to identify forward-looking statements.
Readers are cautioned that such statements are only predictions and
the actual events or results may differ materially. In evaluating
such forward-looking statements, readers should specifically consider
the various factors that could cause actual events or results to
differ materially from those indicated by such forward-looking
statements.

Such forward-looking information (including satisfaction of the
Tender Offer conditions, the expected timing of the consummation of
the Tender Offer, the estimated total transaction value, and certain
strategic and financial benefits and operational efficiencies
expected to result from the consummation of the Tender Offer) may
involve important risks and uncertainties that could materially alter
results in the future from those expressed or implied in any
forward-looking statements made by, or on behalf of, Linamar. Some of
the factors and risks and uncertainties that could cause results to
differ from current expectations include, but are not limited to, the
ability of Linamar to satisfy the conditions of the Tender Offer, to
successfully take up and pay for shares and voting rights tendered to
the Tender Offer and to complete any subsequent squeeze out
transaction, compliance by the signatories with the terms of the
Tender Offer Agreement and the Undertaking to Tender Agreements,
completion of Linamar's financing of the Tender Offer, changes in the
various economies in which Linamar and Montupet operate, fluctuations
in interest rates, environmental emission and safety regulations, the
extent of OEM outsourcing, industry cyclicality, trade and labour
disruptions, world political events, pricing concessions and cost
absorptions, delays in program launches, Linamar's dependence on
certain engine and transmission programs and major OEM customers,
currency exposure, technological developments by Linamar's and
Montupet's competitors, governmental, environmental and regulatory
policies and changes in the competitive environment in which Linamar
and Montupet operate.

The financial and operating performance of Linamar and its
reportable operating segments and the timing and terms upon which the
Tender Offer may be consummated, if at all, may be affected by a
number of factors. Many of these risk factors and other assumptions
related to Linamar's forward-looking statements and information are
or will be discussed in further detail throughout the Tender Offer
documents and in Linamar's continuous disclosure materials on file
with Canadian securities commissions at http://www.sedar.com, and
readers should refer to such risk factors and other statements in
evaluating the forward-looking statements contained in this news
release.

The foregoing is not an exhaustive list of the factors that may
affect Linamar's forwarding looking statements. These and other
factors should be considered carefully and readers should not place
undue reliance on Linamar's forward-looking statements. Linamar
assumes no obligation to update the forward-looking statements, or to
update the reasons why actual results could differ from those
reflected in the forward-looking statements.

In accordance with French law, the draft documentation relating to
the Tender Offer on Montupet, if filed, will include the terms and
conditions of the Offer and will be subject to review by the AMF. The
offer will only be opened after the AMF has granted its clearance
(décision de conformité). The information related to Montupet and
provided in this press release is based on public sources.

Regarding Linamar and this release, please contact Linda
Hasenfratz at +1-(519) -836-7550.

ots Originaltext: Linamar Corporation
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