Filed by Dana Incorporated
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Dana Incorporated
(Commission File No. 001-01063)
Dana Offers GKN Shareholders Significant Upside through Combination Benefits and Share Price Potential with Major Shareholder Support
MAUMEE, Ohio, Mar. 28, 2018 – James Kamsickas, president and chief executive officer of Dana Incorporated (NYSE: DAN), today commented on the benefits a Dana-GKN Driveline combination offers:
Superior Value
“The Dana and GKN Driveline combination clearly offers superior value to GKN shareholders. It establishes the largest global supplier of vehicle drive systems, and creates a business that is able to capitalize on the once-in-a-generation opportunity of vehicle electrification.”
Unrivaled Complementary Benefits and Cultural Fit
“Having worked closely with GKN Driveline over many decades we know the two businesses are highly complementary, offering substantial operational and revenue synergies, as well as further execution improvements, and with low integration risk. By continuing to invest substantially in R&D, we will be able to meet our customers’ long-term requirements and help shape the mobility industry for decades to come.”
Significant Upside from the Dana Share Price
“There is significant upside potential in the Dana share price. Dana is currently trading at a 22 percent discount to broker price targets, and we have recently upgraded our 2018 sales expectations based on improving market conditions and acquisition integration success. This is all before factoring in the benefits of the combination. GKN shareholders have the opportunity to share in this upside.”
GKN Driveline’s Future
“The GKN Driveline business is positioned to thrive and reach its full potential as a global leader in the combination with Dana. This is in contrast to an alternative that lacks long-term commitment to the GKN Driveline business. We therefore urge GKN shareholders now to take this opportunity and pave the way for a combination with Dana.”
Key Dana Shareholder Support – Mario Gabelli
“I have owned Dana for clients for decades. It’s a very strong company,” said Mario Gabelli, chairman and chief executive officer of GAMCO Investors and one of Dana’s five largest investors. “Jim [Kamsickas] and the current leadership team are doing everything right. I look at my investments on a long-term basis,
and I look at Dana and see a global business, with an amazing growth story, with a share price that will go up substantially as a result. With Dana, GKN shareholders are getting a company that is currently undervalued, has a strong tailwind, and will only be enhanced by this deal.”
About Dana Incorporated
Dana is a world leader in highly engineered solutions for improving the efficiency, performance, and sustainability of powered vehicles and machinery. Dana supports the passenger vehicle, commercial truck, and off-highway markets, as well as industrial and stationary equipment applications. Founded in 1904, Dana employs more than 30,000 people in 33 countries on six continents who are committed to delivering long-term value to customers. Based in Maumee, Ohio, USA, the company reported sales of $7.2 billion in 2017. Dana is ranked among the Drucker Institute’s listing of the 250 most effectively managed companies. For more information, please visit dana.com.
Important Information for Investors and Stockholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transactions between Dana and GKN plc, an entity to be formed for the proposed transactions (“SpinCo”) will file with the Securities and Exchange Commission (“SEC”) a registration statement containing a proxy statement/prospectus, which will constitute a preliminary prospectus of SpinCo and a preliminary proxy statement of Dana, and Dana will file with the SEC a definitive proxy statement on Schedule 14A. The materials to be filed by Dana and SpinCo will be made available to Dana’s investors and stockholders at no expense to them and, once available, copies may be obtained free of charge on Dana’s website at www.dana.com. In addition, all of those materials will be available at no charge on the SEC’s website at www.sec.gov. Investors and stockholders of Dana are urged to read the registration statement, the proxy statement and other relevant materials when they become available before making any voting or investment decision with respect to the proposed transactions because they contain important information about the proposed transactions and the parties to the proposed transactions.
Dana and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies of Dana stockholders in connection with the proposed transactions. Investors and stockholders may obtain more detailed information regarding the names, affiliations and interests of certain of Dana’s executive officers and directors in the solicitation by reading Dana’s definitive proxy statement for its 2018 annual meeting of stockholders, Annual Report on Form 10-K for the fiscal year ended December 31, 2017, and proxy statement and other relevant materials which will be filed with the SEC in connection with the proposed transactions when they become available. Information concerning the interests of Dana’s participants in the solicitation, which may, in some cases, be different than those of Dana’s stockholders generally, will be set forth in the proxy statement relating to the proposed transactions when it becomes available.
Cautionary Note Regarding 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 our current expectations, estimates and projections about our 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,” similar expressions, and variations or negatives of these words. Forward-looking statements include, among other things, statements about the potential benefits of the proposed transactions; the prospective performance and outlook of the combined company’s business, performance and opportunities, including the ability of the parties to complete the proposed transactions and the expected timing of completion of the proposed transactions; our ability to successfully complete a secondary listing of our shares; as well as any assumptions underlying any of the foregoing. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement. Such risks and uncertainties, include, without limitation, risks related to Dana’s ability to complete the proposed transactions on the proposed terms and schedule, including obtaining shareholder and regulatory approvals; unforeseen liabilities; future capital expenditures; risks associated with business combination transactions, such as the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the proposed transactions will not occur; risks related to future opportunities and plans for the combined company, including uncertainty of the expected financial performance and results of the combined company following completion of the proposed transactions; disruption from the proposed transactions, making it more difficult to conduct business as usual or maintain relationships with customers, employers or suppliers; and the possibility that if the combined company does not achieve the perceived benefits of the proposed transactions as rapidly or to the extent anticipated by financial analysts or investors, the market price of the combined company’s shares could decline, as well as other risks related to Dana’s business. Dana’s 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 discuss important risk factors that could affect our business, results of operations and financial condition. The forward-looking statements in this communication speak only as of this date. Dana does not undertake any obligation to revise or update publicly any forward-looking statement for any reason.
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