GKN Driveline’s $6.1 Billion Merger with Dana

Credit Suisse and Barclays acted as M&A advisers to Dana. Credit Suisse served as lead adviser and provided a fairness opinion to Dana’s Board of Directors. Credit Suisse, Barclays, and Citi provided committed financing to Dana for the transaction. Maven Global acted as capital markets adviser to Dana. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Macfarlanes LLP acted as legal advisers to Dana. In addition, the Dana Board of Directors was advised by Skadden, Arps, Slate, Meagher & Flom as legal advisers and PJT Partners as financial advisers. Cravath and Slaughter and May advised GKN in connection with the transaction.

Dana Incorporated (NYSE: DAN) has signed definitive agreements to combine with the Driveline division of GKN plc (LON: GKN) to create Dana plc, a global leader in driveline systems. The total consideration is composed of $1.6 billion in cash proceeds to GKN plc, the assumption of approximately $1.0 billion of net pension liabilities, and 133 million new Dana plc shares issued to GKN’s shareholders, valued at approximately $3.5 billion (based on Dana’s share price as of March 8, 2018).

Under terms of the agreements, Dana shareholders will own approximately 52.75 percent of the company with GKN shareholders owning 47.25 percent. The combined company will be domiciled in the United Kingdom as Dana plc and will continue to trade on the New York Stock Exchange under the ticker symbol DAN.

Headquartered in the United Kingdom, GKN Driveline has built market leadership positions in three light-vehicle product segments – constant-velocity jointed driveshafts, all-wheel-drive systems, and electrified driveline solutions. The business has expertise across mechanical systems, electronic and software control, and particularly vehicle integration. The transaction also includes GKN’s Off-Highway Powertrain Services business, an expert in off-highway power delivery and service.

With approximately 35,000 employees, GKN Driveline has operations in 23 countries and has 61 manufacturing locations, including one of the largest driveline businesses in China via its joint venture, Shanghai GKN Huayu Driveline Systems (known as SDS). In 2017, the business generated consolidated sales of approximately $6.2 billion.

The Cravath team is led by partners Richard Hall (Picture), George F. Schoen and Jenny Hochenberg and includes associates Sasha Rosenthal-Larrea, Martin P. Pepeljugoski, Brian C. Mulhall and foreign associate attorney Henrik Dock on M&A matters; partners Lauren Angelilli and Kara L. Mungovan and associates Arvind Ravichandran, Cecily Xi and Rebecca L. Fine on tax matters; partner Eric W. Hilfers, senior attorney Nicole F. Foster and associates Matthew J. Bobby and Christopher C. Gonnella on executive compensation and benefits matters; partner David J. Kappos and associate Nicholas Kypriotakis on intellectual property matters; partners Michael S. Goldman, Bill Whelan and George A. Stephanakis on finance matters; partner Matthew G. Morreale on environmental matters; and senior attorney Joyce Law and practice area attorney Brian M. Budnick on real estate matters.

In UK, Slaughter and May advised with a team including Corporate: Martin Hattrell (partner), Rob Innes (partner), Natalie Cook (associate), James Bridges (associate), Claire Jackson (associate), Valerie Kemp (associate), Paul Thorpe (associate), Graeme Earle (associate), Laura Lim (associate); Pensions: Charles Cameron (partner), James Chumbley (associate), Shruti Hiremath (associate); Tax: Dominic Robertson (partner), Tanja Velling (associate); IP: Cathy Connolly (partner); Real Estate: John Nevin (partner), Kate Shirlaw (associate); Employment and Share Schemes: Padraig Cronin (partner); Competition: Phillippe Chappatte (partner), Lisa Wright (partner), Ben Plant (associate); Financing: Matthew Tobin (partner) and Alastair Stark (associate)

In London, Macfarlanes advised Dana with a team including Graham Gibb and Richard Burrows.

In US, Paul Weiss Rifkind Wharton & Garrison advised Dana with a team including Tarun Stewart.

 

Involved fees earner: Tarun Stewart – Paul Weiss Rifkind Wharton & Garrison; Graham Gibb – Macfarlanes LLP; Richard Burrows – Macfarlanes LLP; Richard Hall – Cravath Swaine & Moore; George Schoen – Cravath Swaine & Moore; Jenny Hochenberg – Cravath Swaine & Moore; Martin Pepeljugoski – Cravath Swaine & Moore; Lauren Angelilli – Cravath Swaine & Moore; Kara Mungovan – Cravath Swaine & Moore; Arvind Ravichandran – Cravath Swaine & Moore; Cecily Xi – Cravath Swaine & Moore; Rebecca Fine – Cravath Swaine & Moore; Eric Hilfers – Cravath Swaine & Moore; Nicole Foster – Cravath Swaine & Moore; Matthew Bobby – Cravath Swaine & Moore; Christopher Gonnella – Cravath Swaine & Moore; David Kappos – Cravath Swaine & Moore; Nicholas Kypriotakis – Cravath Swaine & Moore; Michael Goldman – Cravath Swaine & Moore; William Whelan – Cravath Swaine & Moore; George Stephanakis – Cravath Swaine & Moore; Matthew Morreale – Cravath Swaine & Moore; Joyce Law – Cravath Swaine & Moore; Brian Budnick – Cravath Swaine & Moore; Martin Hattrell – Slaughter and May; Robert Innes – Slaughter and May; Natalie Cook – Slaughter and May; James Bridges – Slaughter and May; Claire Jackson – Slaughter and May; Valerie Kemp – Slaughter and May; Paul Thorpe – Slaughter and May; Graeme Earle – Slaughter and May; Laura Lim – Slaughter and May; Charles Cameron – Slaughter and May; Padraig Cronin – Slaughter and May; Dominic Robertson – Slaughter and May; Tanja Velling – Slaughter and May; Cathy Connolly – Slaughter and May; John Nevin – Slaughter and May; Kate Shirlaw – Slaughter and May; Phillippe Chappatte – Slaughter and May; Lisa Wright – Slaughter and May; Ben Plant – Slaughter and May; Matthew Tobin – Slaughter and May;

Law Firms: Paul Weiss Rifkind Wharton & Garrison; Macfarlanes LLP; Cravath Swaine & Moore; Slaughter and May;

Clients: GKN plc; Dana Inc.;

 

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Author: Ambrogio Visconti