Dana Incorporated · NYSE:DAN
Dana — Merger or Acquisition (June 2025)
12 slides from Dana's merger presentation, Jun 11, 2025
Slide 1: Off-Highway Divestiture Update
Dana Incorporated Off-Highway Divestiture Update June 12, 2025 ‘Value Others | Inspire Innovation | Grow Responsibly | Win Together
Slide 2: Forward-Looking Statements
Forward-Looking Statements 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 pr
Slide 3: Divestiture of Off-Highway Business
Divestiture of Off-Highway Business Transaction = Dana Incorporated has entered into a definitive agreement to sell its Off-Highway business to Allison Transmission Holdings Inc. (NYSE: ALSN ) = Enterprise value of $2.7B = Retaining certain assets from the Off-Highway segment totaling sales of ~$130
Slide 4: Transaction Summary
Transaction Summary Acquiror = Allison Transmission Holdings Inc. (NYSE: ALSN) Valuation and Proceeds = Enterprise value of $2.7B, subject to regular closing adjustments implied multiple of ~7.0x expected Off-Highway 2025 Adj. EBITDA’ = 100% cash consideration = Expected to generate ~$2.4B of net ca
Slide 5: New Dana: Focused Markets and Technologies
New Dana: Focused Markets and Technologies Se LIGHT VEHICLE : —
Slide 6: New Dana: Global Scale and Broad Customer Base
® New Dana: Global Scale and Broad Customer Base @ |~$7.6B /65 26/6 ~—|~28,000 | 5,000+ ~~ a major manufacturing ‘countries with ‘customers in i 1 loyees globally estimated 2024 sales pasa tae ween empl globally soo cases: Light Vehicle Systems Commercial Vehicle Systems ‘Common Key Customers San sy
Slide 7: New Dana: Debt Reduction and Shareholder Return Plan
New Dana: Debt Reduction and Shareholder Return Plan <> Net Leverage Capital Allocation Priorities Organic Growth = Allocate capital internally to highest-return opportunities = Drive profitable organic growth Debt Repayment = Achieve ~1x net leverage target over the business cycle = Reduce interest
Slide 8: New Dana: Outlook 2025
New Dana: Outlook 2025 Current full-year guidance maintained = Off-highway will be treated as discontinued operations beginning in Q2 Market assumptions included in outlook: = NAcommercial vehicle demand softening = Light vehicle demand stable = Tariff exposure continues to decline, mitigation and r
Slide 9: New Dana: Outlook 2026 and Beyond
New Dana: Outlook 2026 and Beyond $300M cost savings plan on track for 2026 Anticipate that in 2026 new Dana will have: = Adjusted EBITDA margins of 10-10.5% = Stranded cost from transaction estimated to be $35-$40M in 2026, partially offset by transitional service agreement reimbursements. Expect t
Slide 10: Investment Highlights
® Investment Highlights Delivering Commitments ¥ Realization of aggressive cost reduction targets Y Sale of Off-Highway business = Shareholder value creation = Strengthen balance sheet = Significant capital return to shareholders New Dana positioned to win ¥10-10.5% Adjusted EBITDA margins in 2026 v
Slide 11: People Pinding of thetier Wax)
People Pinding of thetier Wax)
Slide 12: Non-GAAP Financial Information
Non-GAAP Financial Information <> 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