Allison Transmission Announces Proposed Sale of 22,000,000 Shares of Common Stock by Selling Stockholders

 Allison Transmission Announces Proposed Sale of 22,000,000 Shares of Common
                        Stock by Selling Stockholders

PR Newswire

INDIANAPOLIS, April 15, 2013

INDIANAPOLIS, April 15, 2013 /PRNewswire/ --Allison Transmission Holdings,
Inc. (NYSE: ALSN), the world's largest manufacturer of fully-automatic
transmissions for medium- and heavy-duty commercial vehicles, medium- and
heavy-tactical U.S. defense vehicles and hybrid-propulsion systems for transit
buses, announced today a proposed secondary offering of 22,000,000 shares of
its common stock by investment funds affiliated with The Carlyle Group and
Onex Corporation (the "Sponsors"). A group led by BofA Merrill Lynch,
Citigroup and J.P. Morgan will act as the underwriters in the proposed
registered public offering of those shares. In addition, the underwriters will
have an option to purchase up to 3,300,000 additional shares from the
Sponsors. All of the shares are being sold on a pro rata basis by the
Sponsors, which are existing stockholders of Allison Transmission Holdings,
Inc. ("Allison"), in accordance with their current interests. Following the
offering, the Sponsors will continue to beneficially own an aggregate of
approximately 128,697,499 shares, or approximately 70% in the aggregate, of
Allison's outstanding common stock after giving effect to the offering (or
approximately 125,397,499 shares, or approximately 68% in the aggregate if the
underwriters fully exercise their option to purchase additional shares). The
total number of outstanding shares of Allison's common stock will not change
as a result of the offering.

(Logo: http://photos.prnewswire.com/prnh/20120702/DE33547LOGO)

A copy of the preliminary prospectus related to the offering may be obtained,
when available, from BofA Merrill Lynch, 222 Broadway, New York, NY 10038,
Attn: Prospectus Department, or e-mail dg.prospectus_requests@baml.com;
Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717 (tel: 800-831-9146); and J.P. Morgan Securities LLC,
Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, telephone: 866-803-9204.

This press release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state or jurisdiction.

About Allison Transmission
Allison Transmission is the world's largest manufacturer of fully-automatic
transmissions for medium- and heavy-duty commercial vehicles, medium- and
heavy-tactical U.S. defense vehicles and hybrid-propulsion systems for transit
buses. Allison transmissions are used in a variety of applications including
on-highway trucks (distribution, refuse, construction, fire and emergency),
buses (primarily school and transit), motor homes, off-highway vehicles and
equipment (primarily energy and mining) and defense vehicles (wheeled and
tracked). Founded in 1915, the Allison business is headquartered in
Indianapolis, Indiana, U.S.A. and employs approximately 2,800 people. Allison
has manufacturing facilities and customization centers located in China, The
Netherlands, Brazil, India and Hungary. With a global presence, serving
customers in North America, Europe, Asia, Australia, South America, and
Africa, Allison also has over 1,400 independent distributor and dealer
locations worldwide. More information about Allison is available at
www.allisontransmission.com.

Forward-Looking Statements

This press release may contain forward-looking statements. All statements
other than statements of historical fact contained in this press release are
forward-looking statements, including all statements regarding future
financial results. In some cases, you can identify forward-looking statements
by terminology such as "may," "will," "should," "expect," "plans," "project,"
"anticipate," "believe," "estimate," "predict," "intend," "forecast," "could,"
"potential," "continue" or the negative of these terms or other similar terms
or phrases. Forward-looking statements are not guarantees of future
performance and involve known and unknown risks. Factors which may cause the
actual results to differ materially from those anticipated at the time the
forward-looking statements are made include, but are not limited to: risks
related to our substantial indebtedness; our participation in markets that are
competitive; general economic and industry conditions; our ability to prepare
for, respond to and successfully achieve our objectives relating to
technological and market developments and changing customer needs; the failure
of markets outside North America to increase adoption of fully-automatic
transmissions; the discovery of defects in our products, resulting in delays
in new model launches, recall campaigns and/or increased warranty costs and
reduction in future sales or damage to our brand and reputation; the
concentration of our net sales in our top five customers and the loss of any
one of these; risks associated with our international operations; brand and
reputational risks; our intention to pay dividends; and labor strikes, work
stoppages or similar labor disputes, which could significantly disrupt our
operations or those of our principal customers. Although we believe the
expectations reflected in such forward-looking statements are based upon
reasonable assumptions, we can give no assurance that the expectations will be
attained or that any deviation will not be material. All information is as of
the date of this press release, and we undertake no obligation to update any
forward-looking statement to conform the statement to actual results or
changes in expectations.

SOURCE Allison Transmission Holdings, Inc.

Website: http://www.allisontransmission.com
Contact: Investor Relations, (317) 242-3078, ir@allisontransmission.com, Media
Relations, (317) 242-5000, media@allisontransmission.com
 
Press spacebar to pause and continue. Press esc to stop.