Indianapolis-based Allison Transmission Holdings Inc. (NYSE: ALSN) has entered into a cooperation agreement with ValueAct Capital, which is its largest shareholder. The deal includes joint strategic planning and a potential spot on Allison's board for a ValueAct partner.

December 15, 2014

News Release

Indianapolis, Ind. — Allison Transmission Holdings Inc. (NYSE: ALSN) today announced that it has entered into a cooperation agreement with ValueAct Capital, a $15 billion private investment fund that beneficially owns approximately 10.77 percent of Allison Transmission's outstanding common stock. ValueAct Capital is the company's largest 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 CEO of Allison Transmission. “We welcome open dialogue with and input from our shareholders and are pleased to have ValueAct Capital's support.”

“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,” said Gregory P. Spivy, a ValueAct Capital Partner. “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 Mr. Spivy to the Company'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 today with the Securities and Exchange Commission.

About Allison Transmission

Allison Transmission (NYSE: ALSN) is the world's largest manufacturer of fully automatic transmissions for medium- and heavy-duty commercial vehicles, and is a leader in hybrid-propulsion systems for city buses. Allison transmissions are used in a variety of applications including refuse, construction, fire, distribution, bus, motorhomes, defense and energy. Founded in 1915, the company is headquartered in Indianapolis, Indiana, USA and employs approximately 2,700 people worldwide. With a market presence in more than 80 countries, Allison has regional headquarters in the Netherlands, China and Brazil with manufacturing facilities in the U.S., Hungary and India. Allison also has approximately 1,400 independent distributor and dealer locations worldwide. For more information, visit allisontransmission.com.

Source: Allison Transmission Holdings Inc.

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