Eaton (ETN) will combine its mobility business with auto parts supplier Dana (DAN), creating a global powertrain entity valued at more than $10 billion, the companies said in separate statements Thursday.
The transaction is structured as a Reverse Morris Trust, under which Eaton will first separate the mobility unit. Dana will then merge with a subsidiary of the mobility business and emerge as the serving entity, according to the companies.
The deal values the mobility business at about $5.1 billion. Eaton shareholders will own at least 50.1% of the combined entity, with Dana's investors holding the remaining 49.9%. Eaton will receive a cash distribution of approximately $1.1 billion prior to completion of the transaction.
The deal values the combined company, which will operate as Dana, at more than $10 billion in enterprise value, the companies said. The transaction, which requires approval from Dana's shareholders and clearance from regulators, is expected to complete in the first quarter of 2027.
Dana's shares plunged 16% as trading got underway on Thursday, while Eaton gained 1.4%.
The transaction will integrate Dana's global powertrain, thermal and sealing technologies with the mobility business' commercial vehicle transmissions, engine and emissions products. The combined entity is estimated to have $11 billion in sales on a pro forma basis.
"Eaton shareholders will benefit from the meaningful upside created by the combined company, and the transaction will provide substantial cash value for Eaton to deploy to our highest-growth and highest-margin opportunities," Chief Executive Paulo Ruiz said in a statement.
The separation is part of Eaton's portfolio transformation and allows it to focus on its electrical and aerospace segments. Earlier this year, the company announced its intention to spin off the mobility business into a publicly traded company.
Eaton estimates the deal to be immediately accretive to its organic growth rate and operating margins. The companies expect the transaction to generate $250 million in run-rate cost synergies.
"This transaction marks an important milestone in our transformation," Dana's incoming CEO, Byron Foster, said. "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."
Foster and Dana Chief Financial Officer Timothy Kraus will lead the combined company in their respective current roles. R. Bruce McDonald, Dana's current CEO and chairman, will serve as executive chairman of the combined entity.
Dana is now targeting $14 billion to $15 billion in sales by 2030, up from its previous target of roughly $10 billion, Kraus said.



