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Crestview to acquire Accuride for $2.58 per share

Crestview Partners has agreed to buy Accuride Corp for $2.58 per share in cash. Deutsche Bank is providing financial advice to Accuride on the transaction while BC Capital Markets LLC is doing likewise for Crestview Partners. Based in Evansville, Indiana, Accuride Corp is a provider of components for the North American and European commercial vehicle sectors.

PRESS RELEASE

EVANSVILLE, Ind.–(BUSINESS WIRE)–Accuride Corporation (NYSE: ACW) – a leading supplier of components to the North American and European commercial vehicle industries – today announced that it has entered into a definitive agreement to be acquired by funds managed by Crestview Partners, a leading New York based private equity firm, for $2.58 per share in cash. The purchase price represents a premium of 55% over Accuride’s closing share price on September 1st, 2016, and a premium of 66% over the 30-day volume weighted average price as of the same date.

Accuride’s board of directors unanimously approved the Crestview transaction and agreed to recommend that Accuride’s shareholders vote to adopt the merger agreement. In addition, investment funds affiliated with Cetus Capital LLC, who collectively hold approximately 17 percent of the outstanding Accuride shares, have entered into a customary voting agreement to support the Crestview transaction. Accuride expects to hold a special meeting of its shareholders to consider and act upon the proposed merger as promptly as practicable. Details regarding the record date for, and the date, time and place of, the special meeting of shareholders will be announced when finalized.

The merger agreement contains a customary 35 calendar day “go shop” period during which Accuride and its advisors are permitted to solicit alternative transaction proposals. The transaction is subject to customary closing conditions, including Accuride shareholder approval and antitrust approvals in the United States and Mexico, and is expected to close in the fourth quarter of 2016.

After the transaction closes, Accuride will remain an independent global company with continuity of leadership, business units and worldwide operations. It will continue to operate under its current brand name and remain headquartered in Evansville, Ind., USA, with operations in the United States, Canada, Mexico and Italy. President and CEO Rick Dauch and the members of the Accuride Leadership Team will continue to lead the business after the transaction closes.

“Accuride is excited to have this opportunity to partner with Crestview, a private equity firm respected for its integrity and expertise in managing assets, and well regarded for enhancing the value of its holdings,” Accuride President and CEO Rick Dauch said. “After the transaction closes, Accuride will operate as a stand-alone business within Crestview’s portfolio of companies. Accuride will serve as a platform for further growth and consolidation in the global wheels and wheel-end sectors as we expand to serve our customers’ needs worldwide. We are confident that under Crestview’s stewardship, Accuride will receive the resources and support needed to realize our vision of becoming the premier supplier of wheel end system solutions to the global commercial vehicle industry.”

“We are thrilled to have the opportunity to partner with Rick Dauch and the rest of Accuride’s terrific management team to help take Accuride to the next level,” said Alex Rose, Partner at Crestview and co-head of the firm’s industrials strategy. “This acquisition results in a de-levered Accuride, providing the company with greater flexibility to pursue growth around the world. Crestview has had great success backing strong industrial companies that are embarking upon global expansion strategies and we look forward to helping Accuride’s management team execute on their vision for the company’s future.”

Deutsche Bank is acting as exclusive financial advisor to Accuride, and Latham & Watkins LLP is serving as legal advisor to Accuride. RBC Capital Markets LLC is acting as exclusive financial advisor to Crestview Partners, and Kirkland & Ellis LLP is serving as legal advisor to Crestview Partners.

Accuride will file a report on Form 8-K regarding the transaction, including a copy of the merger agreement, with the Securities and Exchange Commission.

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: www.AccurideCorp.com

About Crestview Partners
Founded in 2004, Crestview Partners is a value-oriented private equity firm focused on the middle market. The firm is based in New York and manages funds with over $7 billion of aggregate capital commitments. The firm is led by a group of partners who have complementary experience and distinguished backgrounds in private equity, finance, operations and management. Crestview’s senior investment professionals primarily focus on sourcing and managing investments in each of the specialty areas of the firm: media, energy, financial services, and industrials. For more information: www.crestview.com.