التاريخ:	--/--/-- --:--:--
مُعرِّف الحدث:	E5LH15IKC
نوع الإجراء:	MERGER
حالة الإجراء:	ANNOUNCED
رمز سهم الشركة المستحوِذة:
الرمز المُستهدَف:	DAN
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سعر شراء السهم:
عملة سعر السهم الواحد:
مصادر الأخبار:	https://www.sec.gov/Archives/edgar/data/26780/000119312526449892/d122510ddefm14a.htm

ملاحظات حول الإجراء

Intelligent power management company Eaton (NYSE: ETN) today announced the next step in Eaton's ongoing portfolio transformation. Eaton entered into a definitive agreement with Dana Incorporated (NYSE: DAN) under which Eaton will separate and combine its Mobility Group with Dana in a Reverse Morris Trust (RMT) transaction creating a combined company valued at over $10 billion. The separation is expected to be immediately accretive to Eaton's organic growth rate and operating margins upon closing. Eaton expects to deploy the approximately $1.1 billion cash distribution from the transaction consistent with its existing capital allocation framework and priorities, including repayment of outstanding indebtedness. The transaction is structured as a "Reverse Morris Trust" transaction, where Eaton will first separate its Mobility Group to Eaton shareholders through either an exchange offer (split-off) or a pro rata distribution (spin-off), at Eaton's election. Immediately thereafter, Dana will merge with a subsidiary of the Mobility Group, with Dana surviving as a wholly owned subsidiary of the Mobility Group. In the event of a split-off, Eaton shareholders would have the opportunity to tender their Eaton shares in exchange for shares of the Mobility subsidiary. In the event of a spin-off, all Eaton shareholders would receive shares of the Mobility subsidiary on a pro rata basis. Eaton will also receive a cash distribution of $1.1 billion prior to completion of the transaction, subject to adjustment for cash and indebtedness, which will be funded by newly-issued debt of the Mobility Group. The transaction is intended to be tax-free for U.S. federal income tax purposes to Eaton and Eaton's shareholders. The transaction is expected to close in the first quarter of 2027, subject to receipt of Dana shareholder approval, receipt of required regulatory clearances, and customary closing conditions. 11/5/26 Dana shareholder will vote on the merger at their special shareholder meeting to be held 12/7/2026.