Allison Transmission, ValueAct Capital announce cooperation agreement

Dec. 30, 2014

Allison Transmission Holdings Inc announced that it has entered into a cooperation agreement with ValueAct Capital, a $15 billion private investment fund that beneficially owns approximately 10.77% of Allison Transmission's outstanding common stock. ValueAct Capital is the company's largest single shareholder.

"Allison Transmission and ValueAct Capital have engaged in a series of constructive discussions about our business and strategic priorities," said Lawrence E Dewey, chairman, president and chief executive officer of Allison Transmission. "We welcome open dialogue with and input from our shareholders and are pleased to have ValueAct Capital's support."

Gregory P Spivy, a ValueAct Capital partner, said: "We believe Allison Transmission is a premier industrial company and have confidence in management's ability to execute on its stated strategic priorities including earnings and cash flow growth. We look forward to continuing to engage with the management team to further enhance value for all shareholders."

The cooperation agreement governs ValueAct Capital's investment in Allison Transmission and includes an option for ValueAct Capital to have the company appoint Spivy to Allison Transmission’s board of directors. This option may be exercised by ValueAct Capital until 60 days prior to Allison Transmission's 2016 annual meeting of stockholders. The cooperation agreement also includes customary "standstill" provisions, by which ValueAct Capital has agreed that it will not submit any nominations for election to the board of directors or stockholder proposals and will vote in favor of the election of Allison Transmission's board nominees.

The cooperation agreement is included as an exhibit to the current report on Form 8-K filed by the company with the Securities and Exchange Commission.