DAN DANA Inc
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Executive Summary
Dana Inc. has entered into a definitive merger agreement with Eaton Corporation plc, under which Eaton will spin off its Vehicle and eMobility segments into a newly formed company (SpinCo), which will then acquire Dana in an all-stock merger. Dana shareholders will receive one SpinCo share for each Dana share (Exchange Ratio of 1:1). Post-merger, the combined entity will operate as Dana Inc. and trade on the NYSE under the ticker 'DAN'. The transaction is structured as a tax-free reorganization and is subject to regulatory approvals, Dana stockholder approval, and the completion of Eaton's separation and distribution.
Actionable Insight
The merger transforms Dana into a larger, pure-play mobility company with combined scale in vehicle electrification and driveline components. Traders should monitor regulatory filings (HSR Act clearance), Dana's proxy statement release, and the timing of Eaton's spin-off. The transaction is expected to close within approximately one year; any delay or failure to obtain regulatory approvals or stockholder approval could trigger the termination fee.
Key Facts
- Dana will be acquired by SpinCo (the spun-off mobility business of Eaton) in an all-stock merger with an Exchange Ratio of 1:1.
- The combined company will retain the name Dana Inc. and trade as 'DAN' on the NYSE.
- Eaton will spin off its Vehicle and eMobility segments to Eaton shareholders prior to the merger.
- Dana shareholders will vote on the merger; Dana's board unanimously approved and recommends the deal.
- A termination fee of $158,700,000 is payable by Dana under certain conditions.
- Bruce McDonald will serve as Executive Chairman of the combined company's board.
- Post-merger, the Dana board will continue with existing Dana directors plus three Eaton nominees.
- The transaction is intended to qualify as a tax-free reorganization under Section 368(a) of the Code and the distribution as a tax-free spin-off under Section 355.
Financial Impact
No deal value, premium, or financial projections disclosed. The SpinCo Payment to Eaton is $1,101,355,919 plus an estimated adjustment amount, partly funded by new SpinCo debt. A termination fee of $158,700,000 is stipulated.
Risk Factors
- Failure to obtain required regulatory approvals or Dana stockholder approval could scuttle the deal.
- Execution risk related to the separation and spin-off of Eaton's mobility businesses.
- Potential integration challenges from combining two large automotive suppliers.
- Dilution risk: Dana shareholders receive SpinCo shares, which will have a new capital structure and debt load.
Market Snapshot
Documents Analyzed
This report is based on 2 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001193125-26-267630 |
| Document: d71897dex21.htm | 0001193125-26-267630 |
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Jun 11, 2026
1d ago
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425
| $30.10 awaiting T+5 | awaiting T+5 | — | $30.81 (+2.36%) |
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Jun 11, 2026
1d ago
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425
| $30.10 awaiting T+5 | awaiting T+5 | — | $30.81 (+2.36%) |
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Jun 11, 2026
1d ago
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425
| $30.10 awaiting T+5 | awaiting T+5 | — | $30.81 (+2.36%) |
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Jun 11, 2026
1d ago
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425
| $30.10 awaiting T+5 | awaiting T+5 | — | $30.81 (+2.36%) |
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Jun 11, 2026
1d ago
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8-K
| $30.10 awaiting T+5 | awaiting T+5 | — | $30.81 (+2.36%) |
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Jun 11, 2026
2d ago
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425
| $38.00 awaiting T+5 | awaiting T+5 | — | $30.81 (−18.92%) |
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Jun 11, 2026
2d ago
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8-K
| $38.00 awaiting T+5 | awaiting T+5 | — | $30.81 (−18.92%) |
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May 15, 2026
28d ago
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8-K
| $33.29 $35.19 | ▲ +5.71% | ▲ +4.09% | $30.81 (−7.45%) |
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Mar 13, 2026
13w ago
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DEFA14A
| $31.27 $31.41 | ▲ +0.44% | ▲ +2.56% | $30.81 (−1.47%) |
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