Auto parts maker Dana has signed an agreement for the sale of its off-highway business to Allison Transmission for a total of $2.7bn.

The transaction is expected to be completed by the end of the fourth quarter of 2025, subject to regulatory approvals and customary closing conditions.

The sale price is equivalent to seven times the anticipated 2025 adjusted EBITDA of the off-highway business.

Post-transaction, Dana anticipates net cash proceeds of approximately $2.4bn after taxes, transaction expenses, and assumed liabilities.

Dana chairman and CEO R. Bruce McDonald said: “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.”

Dana’s strategy includes repaying around $2bn in debt to maintain a target net leverage ratio of about one times throughout the business cycle. This financial manoeuvre is aimed at optimising the company’s balance sheet.

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McDonald added: “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 $300m cost-savings initiatives, this transaction enables a focused path to grow and innovate, invest in our business, and continue to improve our cost structure.”

Furthermore, Dana’s board of directors has approved a capital return programme valued at $1bn to be executed by 2027.

This includes a $550m return to shareholders, scheduled at or before the transaction’s closure.

The off-highway unit makes powertrain systems, including axles, propulsion solutions and drivetrain components, for heavy-duty vehicles used in construction, industrial, mining, agriculture, forestry, and material handling applications.

The business operates in more than 25 countries and serves a global customer base supported by approximately 11,000 employees.

Goldman Sachs and Morgan Stanley are acting as financial advisors for Dana, while Paul, Weiss, Rifkind, Wharton & Garrison is providing legal counsel. Ernst and Young has been appointed as the transaction advisor for this significant deal.

Latham & Watkins is serving as Allison’s legal advisor, while BofA Securities and KPMG are serving as financial and transaction advisors respectively.

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