On March 9, Dana Co., Ltd. (NYSE: DAN) announced that it has reached a definitive agreement with GKN plc (London Stock Exchange: GKN), the two parties will merge Established Dana plc, a global leader in drive systems. The overall consideration includes Dana's payment of $1.6 billion in cash to GKN, limited liability of approximately $1 billion in net pension liabilities, and the issuance of 133 million new company shares to GKN with a total value of approximately $3.5 billion. (Based on the Dana stock price on March 8, 2018).
According to the agreement, Dana shareholders will hold approximately 52.75% of the shares of the new company, and GKN will hold approximately 47.25% of the shares. The new company is named Dana plc, registered in the UK, and its stock code on the New York Stock Exchange remains DAN.
"This revolutionary and strategic transaction will enable Dana to firmly occupy the global leader in vehicle drive systems and become a pioneer in the field of electric drive systems known as the 'future of the vehicle drive train'." James Kamsickas, president and CEO, said, "Our relationship with GKN can be traced back to a long time ago. The two companies have similar corporate culture and outstanding talents. The business areas of both sides are highly complementary. At the same time, we have a deep consensus on the long-term needs of our customers. We are very much looking forward to the GKN Drivetrain to join the Dana family to create value and growth for our shareholders."
Convincing strategic basis behind the merger
Expanded product line: The estimated total sales in 2017 will reach $13.4 billion, and the new company will become the global leader in drive systems for the three major vehicle markets – light, commercial and off-highway.
Leading the electrification trend: The eDrive core technology portfolio will create unique advantages for new companies and capture business opportunities in a rapidly changing electrification market with tremendous growth potential.
Improve the business platform: The new company will cover the world's major customers, the product line is more comprehensive, the terminal market is more balanced, and the geographical distribution is more extensive - to consolidate the company's position in key markets such as China.
Creating value: The new company will have strong profitability, and the transaction is expected to generate up to $235 million in annual operating cost synergies over three years and will achieve revenue growth in the first full year after the merger.
Keith Wandell, non-executive chairman of Dana's board of directors, said: "The combination of the two global leaders will bring huge synergies. Electrification trends and growth in emerging markets around the world will surely benefit the new company. We look forward to new directors and new shareholders. Join us and we will work together to create real value for our stakeholders."
The UK-based GKN Drivetrain Division is the leader in three major segments of light vehicles – constant speed driveshafts, all-wheel drive systems and electrified drive trains. The division is an expert in mechanical systems, electronic and software control devices, and vehicle integration. The merger will also include GKN Off-Highway Powertrain Services, which specializes in off-highway power products and services.
GKN's powertrain employs approximately 35,000 people and operates in 23 countries with 61 plants. Among them, Shanghai Natiefu Transmission Systems Co., Ltd. (“SDSâ€), which is a joint venture with Huayu Automotive, is the largest powertrain in China. One of the companies. In 2017, the division’s combined revenue was approximately $6.2 billion.
Financial summary
Dana has already put cash consideration financing in place and will issue 133 million new Dana stocks to GKN shareholders to facilitate the completion of the transaction. This pair of considerations will protect the company's strong balance sheet, and the expected net debt/adjusted EBITDA ratio (including the shares of the Chinese joint venture held by GKN, excluding any related synergies) is approximately 2.0x.
Dana expects to achieve an annual operating cost synergy of up to $235 million over three years. In addition, tax benefits will be obtained to create added value for shareholders. The transaction is expected to increase the 2019 Dana dilution adjusted earnings per share.
“Either from a strategic or financial perspective, we believe that this transaction will significantly enhance Dana’s strength because the new company will have global scale effect, technical leadership, strong profitability and attractiveness. There are many advantages such as the cash flow curve," said Jonathan Collins, executive vice president and chief financial officer of Dana. "In the near term, we expect the company to achieve excellent return on capital and will continue to increase investment grade credit."
Depending on the regular approval of shareholders and regulators, Dana is expected to complete the transaction in the second half of 2018.
Credit Suisse and Barclays Bank jointly acted as Dana's M&A advisors. Credit Suisse served as the lead consultant and provided fair and impartial advice to the Dana Board of Directors. Credit Suisse, Barclays Bank and Citibank provided Dana with a promised financing for the deal. Maven Global serves as a capital market consultant for Dana. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Macfarlanes LLP acted as legal counsel for Dana.
In addition, Dana's board of directors also hired Skadden, Arps, Slate, Meagher & Flom as legal counsel and PJT Partners as financial advisor.
Management and leadership
At the end of the transaction, management and leadership take effect. Mr. Wandell will serve as the non-executive chairman of the new company, and Mr. Kamsickas will serve as president, chief executive officer and director. In addition to the Dana representatives, the board of directors of the combined company will include two representatives appointed by GKN.
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