M2 CAPITAL ANNOUNCES OFFER TO ACQUIRE SUPERIOR INDUSTRIES INTERNATIONAL, INC.

HIGHLIGHTS:

• M2 Capital announces a TENDER OFFER to acquire SUPERIOR INDUSTRIES - one of the largest global automotive OEM aluminum wheel suppliers;
•   SUPERIOR INDUSTRIES is a leading global partner to automotive OEMs in North America and Europe;
• SUPERIOR INDUSTRIES has industry-leading aluminum wheel manufacturing technologies; and,
• A fully cash-funded transaction.

LONDON, Nov. 11, 2022 /PRNewswire/ -- M2 Capital Partners (UK) Limited ("M2 Capital", "M2C" or the "Firm"), an ANGLO-CANADIAN private equity/investment firm, announces today that it will commence a tender offer (the "Offer") for 100% of the outstanding shares of Superior Industries International, Inc. ("Superior" or the "Company") (NYSE:SUP) on November 11, 2022.

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The Offer is for US$5,85 per Superior share – which represents a 40% ("forty percent") premium – over the last six months average share price (USD4,18 per share). The Offer is a 36% ("thirty-six percent") premium to the closing price of US$4,29 per share on Thursday November 10, 2022.

"This is a highly efficient transaction that will deliver meaningful benefits to all of the stakeholders and positions the Company well for future growth," stated Robert Mantse, M2 Capital's Chairman. "The acquisition immediately establishes M2 Capital as a leading global supplier of aluminum wheels. This is a remarkable opportunity for Superior and M2 Capital stakeholders."

STRATEGIC RATIONALE

(1) Creates one of the largest private global providers of aluminum wheels for the automotive OEM market – with a diversified customer base and geographic reach. As a private company, Superior management will be able to focus on long-term strategic goals, versus a public company's short-term focus.

(2) Leverages global manufacturing capacity of the business, creating a platform for further investment to design and manufacture the most innovative products for Superior's customers.

SUMMARY TERMS OF AGREEMENT

M2 Capital will immediately commence a tender offer for 100% ("one-hundred percent") of the outstanding shares of Superior. Completion of the tender offer, which is subject to the condition that at least 51% ("fifty-one percent") of the outstanding Superior shares are tendered, is expected to be in the first quarter of 2023.

The Offer is subject to customary and other terms and conditions. M2 Capital will file shortly, with the US Securities Exchange Commission ("SEC"), a Schedule TO.

TRANSACTION FINANCING

The aggregate equity purchase price, assuming all outstanding shares are tendered, is anticipated to be close to US$160 million. The transaction will be FUNDED by CASH.

ADVISORS

Due to the "issue" (i.e. "leakage") encountered during M2 Capital's attempt to make an offer to acquire KINROSS GOLD CORPORATION (NYSE:KGC) in the spring of 2018 – no outside advisors have been engaged for the Offer – until post announcement. KGC adopted a new shareholder rights plan – aka "poison pill" – on March 15, 2018.

ABOUT M2 CAPITAL

M2 Capital is an ANGLO-CANADIAN private equity/investment firm focused on value creation. M2 Capital is focused on four types of efficiencies: (1) Managerial – we augment the management team, as necessary; (2) Operational – we bring in top consultants to optimize assets; (3) Technical – we invest in the newest / best-in-class technologies; and, (4) Capital – we optimize the capital base to best fit the company's needs.

M2 CAPITAL'S HISTORY IN THE ALUMINUM WHEELS INDUSTRY

M2 Capital decided to acquire ALVANCE ALUMINIUM WHEELS ("AAW") – the largest aluminium wheels manufacturer in France (capacity to produce up to 1,6 million wheels per annum) – out of bankruptcy, in the summer of 2021. On the 15th of September 2021, M2 Capital submitted a non-binding offer for AAW (the non-binding offer was accepted). On the 16th of December 2021, M2 Capital submitted a binding offer for AAW (the binding offer was accepted). On the 25th of January 2022, M2 Capital went before the French Bankruptcy Court to argue M2 Capital's case to acquire AAW. Contrary to media speculation – no decision has been informed to M2 Capital from AAW's bankruptcy administrators.

For more information, visit www.mtwocapital.com.

ABOUT SUPERIOR INDUSTRIES

Superior's principal business is the design and manufacture of aluminum wheels for sale to original equipment manufacturers ("OEMs") in North America and Europe (and to the aftermarket in Europe). Superior employs approximately 7,800 full-time employees, operating in eight manufacturing facilities in North America and Europe. Superior is one of the largest aluminum wheel suppliers to global OEMs. Superior's OEM aluminum wheels accounted for approximately 91 percent of its sales in 2021 and are primarily sold for factory installation on vehicle models manufactured by BMW (including Mini), Daimler (Mercedes-Benz, AMG, Smart), Ford, GM, Honda, Jaguar-Land Rover, Lucid Motors, Mazda, Nissan, PSA, Renault, Stellantis, Subaru, Suzuki, Toyota, VW Group (Volkswagen, Audi, SEAT, Skoda, Porsche, Bentley) and Volvo.

This press release contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts and can generally be identified by the use of future dates or words such as "may," "should," "could," "will," "expects," "seeks to," "anticipates," "plans," "believes," "estimates," "intends," "predicts," "projects," "potential" or "continue" or the negative of such terms and other comparable terminology. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, risks, and uncertainties. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this press release. Such forward-looking statements speak only as of the date on which they are made and M2C does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release.

PDF - https://mma.prnewswire.com/media/1945034/COMPARISON___BINDING_OFFERS.pdf

SOURCE M2 Capital