Dana Incorporated Announces Definitive Agreement to Sell Off-Highway Business to Allison Transmission Holdings, Inc.

Dana Incorporated, a leading supplier of highly efficient propulsion and energy-management solutions, has entered into a definitive agreement to sell its Off-Highway business to Allison Transmission Holdings, Inc. for $2.7 billion. This transaction is a critical step in Dana's transformation, strengthening its balance sheet, reducing complexity in its business, and allowing it to return significant capital to shareholders.

Key Takeaways:

• Dana has agreed to sell its Off-Highway business to Allison Transmission Holdings, Inc. for $2.7 billion, representing 7x the expected 2025 adjusted EBITDA of the Off-Highway business.
• The transaction is subject to customary regulatory approvals and closing conditions and is projected to close late in the fourth quarter of 2025.
• Dana expects to generate $2.4 billion of net cash proceeds after tax, other transaction expenses, and assumed liabilities.
• The company plans to repay approximately $2 billion of debt to achieve target net leverage of approximately 1x over the business cycle.
• Dana's board of directors has authorized a $1 billion capital return program through 2027, with $550 million of capital return to shareholders at or before closing of the transaction.
• Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are serving as Dana's financial advisors, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as Dana's legal counsel.

Statistics:

• $2.7 billion: The sale price of Dana's Off-Highway business to Allison Transmission Holdings, Inc.
• 7x: The multiple of expected 2025 adjusted EBITDA for the Off-Highway business.
• $2.4 billion: The net cash proceeds expected by Dana after tax, other transaction expenses, and assumed liabilities.
• Late fourth quarter of 2025: The projected close of the transaction subject to customary regulatory approvals and closing conditions.
• $1 billion: The capital return program authorized by Dana's board of directors through 2027.
• $550 million: The amount of capital return to shareholders at or before closing of the transaction.

Sources:

• Dana Incorporated Press Release dated June 11, 2025 (99.1)
• Dana Incorporated Presentation dated June 12, 2025 (99.2)
• Investor Presentation (99.2)
• Online via a link provided on the Dana investor website: www.dana.com/investors
• Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other Securities and Exchange Commission filings.