1. Dana sells Off-Highway business to Allison for $2.7 billion. 2. Transaction strengthens Dana's balance sheet, aims for $2 billion in debt repayment. 3. Dana expects $2.4 billion net cash proceeds post-transaction. 4. New $1 billion capital return program approved by Dana's board. 5. Sale aligns with Dana's strategy to focus on on-highway vehicle markets.
The sale significantly improves Dana's financial position, reducing debt while enabling shareholder returns.
The strategic sale positions Dana for future growth, impacting investor confidence and market perception.
The transformation enhances Dana's market positioning and operational focus, expected to yield benefits over several years.
MAUMEE, Ohio, June 11, 2025 /PRNewswire/ -- Dana Incorporated (NYSE: DAN) today announced that it has reached a definitive agreement to sell its Off-Highway business to Allison Transmission Holdings, Inc. (NYSE: ALSN; "Allison") for $2.7 billion. This represents 7x the expected 2025 adjusted EBITDA of the Off-Highway business. The transaction, which is subject to customary regulatory approvals and closing conditions, is projected to close late in the fourth quarter of 2025.
"As we committed to last year, the sale of the Off-Highway business supports our strategy to become a streamlined light- and commercial-vehicle supplier with traditional and electrified systems," said R. Bruce McDonald, Chairman and Chief Executive Officer of Dana. "This transaction is a critical step in our transformation, meaningfully strengthening our balance sheet, reducing complexity in our business, and allowing us to return significant capital to our shareholders. Combined with our ongoing $300 million cost-savings initiatives, this transaction enables a focused path to grow and innovate, invest in our business, and continue to improve our cost structure."
McDonald continued, "Allison will be an excellent owner of the business and will ensure it remains a market leader for drive and motion systems for off-highway vehicles and equipment."
Following the successful close of the transaction, Dana expects to generate $2.4 billion of net cash proceeds after tax, other transaction expenses, and assumed liabilities. Dana plans to repay approximately $2 billion of debt to achieve target net leverage of approximately 1x over the business cycle.
Additionally, the Dana 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. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as Dana's legal counsel. Ernst and Young LLP is serving as transaction advisor.
Dana will host a conference call at 8:00 a.m. EDT on Thursday, June 12. The conference call can be accessed by telephone from both domestic and international locations using the information provided below:
Audio streaming and slides will be available online via a link provided on the Dana investor website: www.dana.com/investors. Phone registration will be available beginning at 7:30 a.m. EDT. A webcast replay can be accessed via Dana's investor website following the call.
Adjusted EBITDA is a non-GAAP financial measure which we have defined as net income (loss) before interest, income taxes, depreciation, amortization, equity grant expense, restructuring expense, non-service cost components of pension and other postretirement benefit costs and other adjustments not related to our core operations (gain/loss on debt extinguishment, pension settlements, divestitures, impairment, etc.). Adjusted EBITDA is a measure of our ability to maintain and continue to invest in our operations and provide shareholder returns.
Certain statements and projections contained in this communication are, by their nature, forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on Dana's current expectations, estimates, and projections about Dana's industry and business, management's beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "estimates," "may," "will," "should," "would," "could," "potential," "continue," "ongoing," and similar expressions, and variations or negatives of these words.
Dana is a leader in the design and manufacture of highly efficient propulsion and energy-management solutions that power vehicles and machines in all mobility markets across the globe. The company is shaping sustainable progress through its conventional and clean-energy solutions that support nearly every vehicle manufacturer with drive and motion systems; electrodynamic technologies, including software and controls; and thermal, sealing, and digital solutions.
Based in Maumee, Ohio, USA, the company reported sales of $10.3 billion in 2024 with 39,000 people in 30 countries across six continents. With a history dating to 1904, Dana was named among the "World's Most Ethical Companies" for 2025 by Ethisphere and as one of "America's Most Responsible Companies 2025" by Newsweek. The company is driven by a high-performance culture that focuses on valuing others, inspiring innovation, growing responsibly, and winning together, earning it global recognition as a top employer. Learn more at dana.com.