Dana to Combine with Eaton’s Mobility Business

Even after the acquisition by Allison, Dana continues its campaign of alliances and acquisitions, as demonstrated by the definitive agreement with Eaton Corporation plc to combine with Eaton’s Mobility business in a transaction valued at approximately $5.1 billion. Speaking of corporate divestitures by Eaton, one must go back to 2020 for the handover of Eaton Hydraulics to Danfoss.

Leader in Commercial and Light Vehicle Markets

The transaction is structured as a Reverse Morris Trust with Eaton shareholders owning at least 50.1% and Dana shareholders owning approximately 49.9% of the combined company at close. Under the terms of the agreement, Eaton will receive a cash distribution of approximately $1.1 billion (subject to adjustments for cash and indebtedness).

Dana’s Chairman, R. Bruce McDonald, will serve as Executive Chairman of the combined company with responsibility for integration and synergy realization, and Byron Foster will serve as Chief Executive Officer, with both assuming their roles on July 1, 2026. Timothy Kraus will continue as Chief Financial Officer, and Eaton’s Erin Rowse, Senior Vice President Human Resources, Industrial, will serve as Chief Human Resources Officer at closing. The broader leadership team will include executives from both organizations. The combined company’s Board of Directors will be comprised of all the members of Dana’s Board of Directors and three Eaton designees.

The combination will integrate Dana’s global powertrain, thermal, and sealing technologies with Eaton Mobility’s commercial vehicle transmissions, engine and emissions products, and advanced electrification capabilities, creating a more comprehensive supplier serving commercial and light vehicle markets, as well as the associated aftermarket channels.

Eaton Mobility and Dana: Insights from the Leaders

“This transaction marks an important milestone in our transformation and positions Dana as a leading, scaled provider of powertrain solutions,” said Byron Foster, Dana’s incoming Chief Executive Officer.

“By expanding our presence in core markets with new products and complementary technologies, we are enhancing our ability to deliver greater value to customers while strengthening margins through a more balanced portfolio and meaningful synergies. Importantly, we are bringing together highly skilled and dedicated teams whose expertise will drive our future success.“

Paulo Ruiz, Eaton Chief Executive Officer, said, “We are pleased to have reached this agreement, which delivers significant value to Eaton and its shareholders, further aligns our existing portfolio with powerful megatrends and supports Eaton’s 2030 growth strategy to lead, invest, and execute for growth. Together, Eaton Mobility and Dana will create a leading and global engineering solutions partner, well positioned to serve commercial vehicle and light vehicle markets worldwide.“

“This transaction meaningfully enhances our long-term financial outlook and enables us to significantly increase our Dana 2030 targets,” said Timothy Kraus, Dana’s Chief Financial Officer.

“Our prior targets included approximately $10 billion in sales, 14% to 15% adjusted EBITDA margins, and a 6% adjusted free cash flow margin. With the addition of Eaton Mobility, we are now targeting $14 to $15 billion in sales, approximately 18% adjusted EBITDA margins, and an 8%-9% adjusted free cash flow margin by 2030.

Importantly, after funding the approximately $1.1 billion cash distribution to Eaton, we expect to maintain a strong balance sheet with approximately 1.2x net leverage on a pro forma 2026 estimated basis, supporting continued investment and disciplined capital allocation.”

The Deal in figures

• Approximately $11 billion in sales and approximately $1.7 billion adjusted EBITDA (approximately 15% adjusted EBITDA margin) on a fully synergized, pro forma 2026 estimated basis;
• Values Eaton Mobility at approximately $5.1 billion and the combined company at over $10 billion in enterprise value
• Combined company expected to achieve $250 million of run-rate synergies within 24 months following closing;
• Financially compelling combination effected through a Reverse Morris Trust transaction resulting in Eaton shareholders owning at least 50.1% and Dana shareholders owning approximately 49.9% of the combined company at close;
• Accelerates and expands Dana 2030 strategy with 2030 targets increased to $14–$15 billion in sales, approximately 18% adjusted EBITDA margin, and an 8%–9% adjusted free cash flow margin.

Who are the deal advisors?

Goldman Sachs & Co. LLC is serving as exclusive financial advisor, Kirkland & Ellis LLP is serving as legal counsel to Dana, and Ernst and Young LLP is serving as transaction advisor. Goldman Sachs Bank USA is serving as sole underwriter of the committed financing for the transaction.

Who Owns Dana?

At the beginning of January 2026 Allison Transmission Holdings, Inc. completed its acquisition of the Off-Highway Drive & Motion Systems business of Dana Incorporated, for approximately $2.7 billion.