DANA acquisition history

Dana purchased the worldwide medium- and heavy-duty axle and brake operations of Eaton Corporation, adding manufacturing plants in Glasgow, Henderson (Kentucky), Marion (Ohio) and Humboldt (Tennessee) in the United States plus facilities in Argentina, England, Mexico and Spain, along with axle and brake research and development assets in Galesburg, Michigan and joint-venture interests in Venezuela and India. The operations employed about 3,400 people and had estimated 1997 sales of roughly $625 million. Regulatory approval was received in December 1997 and the purchase was completed in January 1998.

The medium- and heavy-duty axles we will gain from Eaton complement and add depth to our global axle product offering.Southwood J. Morcott — Chairman, Dana Corporation

Clark-Hurth Components was a worldwide manufacturer of off-highway vehicle and equipment driveline components, producing axles, brakes, transaxles and powershift transmissions used in agriculture, construction, forestry, mining and material handling. Dana acquired the global business from Ingersoll-Rand Company and combined it with its Spicer Off-Highway divisions to form a new Off-Highway Components Group. Clark-Hurth had 1995 sales of approximately $350 million, with roughly two-thirds outside the United States and plants in Belgium (Brugge), Italy (Arco, Valsugana and Rovereto) and Statesville, North Carolina.

This acquisition will make Dana a leading supplier of off-highway drivetrain components and systems.Southwood J. Morcott — Chairman, Dana Corporation

Dana acquired the worldwide piston ring and cylinder liner operations of SPX Corporation, known as the Sealed Power Division. The business manufactures and sells piston rings and cylinder liners primarily for internal combustion engines, and the acquisition expanded Dana's engine-products offering under its Perfect Circle and Sealed Power brands. The deal closed in February 1997, the same month Dana completed its Clark-Hurth acquisition.

Dana acquired the Glacier Vandervell Bearings Group and the AE Clevite North American aftermarket engine hard parts business from Federal-Mogul Corporation. The transaction added engine bearings under the Glacier and Vandervell brands and aftermarket engine hard parts under the Clevite brand, strengthening Dana's engine-products and automotive-aftermarket operations. It was one of a series of moves in 1998 through which Dana completed acquisitions of operations with combined annualized sales of more than $5.3 billion.

Long Manufacturing was a Canadian manufacturer of automotive heat exchangers and thermal-management products, based in Oakville, Ontario. Dana acquired the business to build out its fluid-systems group, adding heat-exchanger and thermal-management capability such as oil coolers and cooling modules; Dana's engine and fluid-systems group cited the addition of Long Manufacturing as a driver of higher sales.

Hayes-Dana was a Canadian subsidiary that manufactured new and replacement parts for trucks, automobiles, off-highway vehicles and industrial equipment. Dana purchased the remaining shares it did not already own in 1995, taking the business to full ownership.

Plumley Companies was a United States manufacturer and distributor of extruded and molded rubber and silicone sealing products, used primarily in automotive applications. The 1995 acquisition expanded Dana's sealing-products business and was accounted for as a pooling of interests.

Flexon was a United States manufacturer of fuel filters. Dana acquired the company in 1996, adding to its filtration-products business; the transaction was accounted for as a pooling of interests.

Wix Filtron was a Polish manufacturer of filtration products. In 1997 Dana acquired a 75-percent share of the company, extending its filtration business into Central Europe.

Estampados Argentina S.A. (EASA) was an Argentine manufacturer of heavy-duty structural components. In 1997 Dana acquired an additional 50 percent of the shares, bringing its effective ownership to about 85 percent and giving it control of the business.

General Automotive Specialty Company (GAS) was a manufacturer of motor switches and locks. Dana acquired the business in 1998 as part of a series of acquisitions that year.

Nakata and its subsidiaries were among the leading Brazilian manufacturers of suspension components, such as tie rods and ball joints. In 1998 Dana acquired a 98-percent share of the company's capital, expanding its South American aftermarket and vehicular-component operations.

Innovative Manufacturing was a machining operation that supplied machined castings to Dana's Outdoor Power Equipment Components Division. Dana acquired the business in July 1999.

Dana acquired the cardan-jointed propeller shaft (driveshaft) business of GKN plc in January 2000, expanding its driveshaft product lines. The transaction was separate from a related joint venture Dana and GKN discussed to develop advanced driveline systems for all-wheel and four-wheel-drive vehicles.

Tribometal was a manufacturer of polymer bearings and metal-polymer bushings, based in Slovakia. In March 2000 Dana acquired a majority interest in the business, which was integrated with its Glacier Vandervell bearings operations (becoming Glacier Tribometal Slovakia).

Dana acquired the automotive axle manufacturing and stamping operations of Invensys plc in July 2000, located in Australia and South Africa. The deal strengthened Dana's axle and stamping presence in the Asia-Pacific and African markets.

Dana acquired Pi Innovo LLC, a specialist in embedded software solutions and electronic control units (ECUs) serving the light-vehicle, commercial-vehicle, and off-highway markets. Pi Innovo designs and develops electronic systems and control software for automotive, transportation, defense, industrial, and aviation applications, taking vehicle electronic systems from concept to production. Dana had first taken a non-controlling stake in the company in late 2020 before acquiring the business outright. The deal expanded Dana's in-house electrodynamics and electrification capabilities, adding turn-key electric-vehicle application software, vehicle-level controllers, and auxiliary controllers.

A 100% ownership interest in Nordresa Motors, Inc. of Canada, a prominent integration and application engineering expert for the development and commercialization of electric powertrains for commercial vehicles.

The investment further enhances Dana's electrification capabilities by combining its complete portfolio of motors, inverters, chargers, gearboxes, and thermal-management products with Nordresa's proprietary battery-management system, electric powertrain controls and integration expertise to deliver complete electric powertrain systems.Dana FY19 10-K — Note 2 Acquisitions

Prestolite Electric Beijing Limited's (PEBL) 50% ownership interest in PEPS, which manufactures and distributes electric mobility solutions including electric motors, inverters, and generators for commercial vehicles and heavy machinery. Combined with Dana's existing interest through its TM4 subsidiary, the purchase gave Dana 100% ownership and a controlling financial interest. PEPS operates a state-of-the-art facility in China. $95 million total consideration ($50 million cash at closing plus $45 million fair value of previously held equity interest).

PEPS has a state-of-the-art facility in China, enabling us to expand motor and inverter manufacturing capabilities in the world's largest electric-mobility market.Dana FY19 10-K — Note 2 Acquisitions

The Drive Systems segment of the Oerlikon Group, a global manufacturer of high-precision gears, planetary hub drives for wheeled and tracked vehicles, and products, controls, and software that support vehicle electrification. The deal included the Graziano and Fairfield brands, the VOCIS electronic-controls business, and Ashwoods Electric Motors, adding four research-and-development facilities and 12 manufacturing facilities. $626 million paid at closing.

Dana's acquisition of the Drive Systems segment of Oerlikon enables us to support our customers' shift toward vehicle electrification across nearly every vehicle architecture in the light vehicle, commercial vehicle, and off-highway segments. The Drive Systems business' highly talented team is also strategically positioned to give our customers access to critical manufacturing capabilities in key growth markets, such as India, China, and the United States.James Kamsickas — President and CEO, Dana Incorporated

A 100% ownership interest in S.M.E. S.p.A. of Italy, which designs, engineers, and manufactures low-voltage AC induction and synchronous reluctance motors, inverters, and controls for a wide range of off-highway electric vehicle applications, including material handling, agriculture, construction, and automated-guided vehicles. $88 million paid at closing ($62 million cash plus $26 million note payable).

The addition of SME's low-voltage motors and inverters, which are primarily designed to meet the evolution of electrification in off-highway equipment, significantly expands Dana's electrified product portfolio.Dana FY19 10-K — Note 2 Acquisitions

A 55% controlling ownership interest in TM4 Inc. of Boucherville, Quebec, acquired from Hydro-Quebec. TM4 designs and manufactures motors, power inverters and control systems for electric vehicles, complementing Dana's electric gearboxes and thermal-management technologies. TM4 also held a 50% interest in PEPS (Prestolite E-Propulsion Systems Beijing). $125 million paid at closing for a 55% controlling interest.

The transaction establishes Dana as the only supplier with full e-Drive design, engineering and manufacturing capabilities, offering electro-mechanical propulsion solutions to each of our end markets.Dana FY19 10-K — Note 2 Acquisitions

Axle housing and driveline shaft manufacturing operations of U.S. Manufacturing Corporation's Warren, Michigan facility, contributed into a newly created entity (Warren Manufacturing LLC). The business manufactures axle housings, extruded tubular products and machined components and brings proprietary tube-manufacturing processes and intellectual property for lightweight thin-wall axle tubes and hollow axle shafts using a proprietary cold-extrusion process. approximately $104 million paid at closing (including $25 million to settle prior trade payables).

The acquisition of USM's Warren operation allows us to capitalize on an important opportunity that will strengthen the supply chain for several of Dana's most strategic customers and programs. The transaction also includes process technologies that augment Dana's existing portfolio of lightweighting innovations, which assist our customers in achieving their sustainability and fuel efficiency goals.Jim Kamsickas — President and CEO, Dana Incorporated

This acquisition will also expand Dana's substantial manufacturing footprint in the U.S. and advance our strategy for developing, designing, and manufacturing products in close proximity to our customers. We look forward to welcoming USM's Warren, Michigan, employees to the Dana family.Bob Pyle — President, Dana Light Vehicle Driveline Technologies

The power-transmission and fluid power businesses of Brevini Group, S.p.A. of Italy. Brevini's technologies include mobile planetary hub drives; planetary gearboxes; hydraulic pumps, motors, and valves; and advanced electronic control systems. Founded in 1960, the privately held Brevini Group employed approximately 2,300 people with major engineering and manufacturing operations in China, Germany, and Italy; the businesses acquired reported sales of EUR 388 million in 2015. approximately $181 million paid at closing for 80%; 100% enterprise value placed at EUR 325 million including approximately EUR 100 million assumed net debt.

Brevini is a company we have long admired. It is a strong, well-run business that shares Dana's commitment to serving customers with advanced technologies that deliver exceptional performance and durability. Brevini's product line is a perfect complement to Dana's current offerings, which is why we executed this transaction at an opportune time in the off-highway business cycle.James Kamsickas — President and CEO, Dana Incorporated

Brevini's customers and employees will find an ideal fit with Dana, a company that delivers true value to customers through a commitment to innovation. Dana's global footprint, operational excellence, deep knowledge of the vehicular and industrial markets, and position as a top-tier supplier to manufacturers will raise the profile and market penetration of our products.Renato Brevini — President, Brevini Group

Strategic assets of the commercial vehicle steer axle systems and related forged components businesses of SIFCO S.A., a Brazilian entity that had operated under judicial restructuring since 2014. Dana acquired the assets through a Brazilian bankruptcy-court-supervised competitive auction, adding two manufacturing facilities and approximately 1,400 employees, free and clear of legacy liabilities. approximately $70 million ($10 million deferred).

Dana submitted a bid to the Brazilian bankruptcy court overseeing SIFCO's restructuring in a competitive process to acquire SIFCO's commercial vehicle steer axle systems business and its related forged components business. Dana's bid was later approved in the bankruptcy court supervised competitive auction process. Dana's acquisition of these businesses closed on December 23, 2016.Dana Incorporated 8-K — Item 8.01, December 23, 2016

Aftermarket distribution business of Magnum Gaskets, giving Dana access to new customers for sealing products and an additional aftermarket sales channel for its Spicer, Victor Reinz, Glaser and other sealing brands. The deal closed in January 2016; Dana later recorded a full goodwill impairment of $6 million on the acquired business in 2019. $18 million at closing (plus up to $2 million contingent).

In January 2016, we completed the acquisition of Magnum Gaskets' aftermarket distribution business, providing us access to new customers for sealing products and an additional aftermarket channel for other products.Dana FY17 10-K — Item 1 Business note

Echlin was one of the world's largest independent producers of parts for the automotive aftermarket, supplying brake systems, fluid-handling products and engine parts, and operating the well-known Quinton Hazell distribution network across Europe. Dana merged its subsidiary Echo Acquisition Corp. into Echlin in a stock-for-stock transaction, creating one of the largest independent suppliers of components to both automotive original-equipment manufacturers and the aftermarket. Echlin reported sales of about $3.6 billion in 1997, and the combination added brakes and fluid-handling systems to Dana's core lineup and led Dana to form a new Automotive Aftermarket Group.

This strategic combination creates a stronger and more balanced Dana with the resources to be the worldwide leader under the vehicle, under the hood, and in the aftermarket.Southwood J. Morcott — Chairman and Chief Executive Officer, Dana Corporation