Dana Corporation Announces Pricing of Tender Offer

Dec 8, 2004

    TOLEDO, Ohio, Dec. 8 /PRNewswire-FirstCall/ -- Dana Corporation
(NYSE: DCN) ("Dana") announced today the consideration to be paid in its
tender offer for its $250 million of 10-1/8% Notes due 2010 (the "10-1/8%
Notes"), EUR 200 million of 9% EUR Notes due 2011 (the "9% EUR Notes") and
$575 million of 9% USD Notes due 2011 (the "9% USD Notes") (collectively, the
"Notes").
    (Photo:  http://www.newscom.com/cgi-bin/prnh/19990903/DANA )
    Holders who tendered their Notes by the applicable early tender date will
receive the applicable Total Consideration (as set forth in the table below),
subject to the terms and conditions set forth in the Offer to Purchase and
Consent Solicitation Statement dated November 15, 2004 (as amended by the
Supplement dated November 30, 2004, the "Amended Offer to Purchase"), which
includes the applicable Early Tender Payment.  Holders who tender their Notes
after the applicable early tender date and at or prior to 5:00 p.m., New York
City time, on December 22, 2004 (the "Expiration Date") will receive the
applicable Tender Offer Consideration (as set forth in the table below),
subject to the terms and conditions set forth in the Amended Offer to
Purchase, but will not receive the Early Tender Payment.
    The following table sets forth certain material terms of the tender offer.


                                Principal   Tender Offer  Early       Total
     Title of   Outstanding      Amount      Consider-   Tender     Consider-
     Security     Amount        Tendered      ation(1)  Payment(1)  ation(1)

    10-1/8%
     Notes due
     2010 (USD) $250,000,000 $169,502,000(2) $1,078.58  $50.00    $1,128.58
    9.00% Euro
     Notes due
     2011 (EUR)  200,000,000  163,658,000(3)  1,219.64   50.00     1,269.64
    9.00%
     Notes due
     2011 (USD) $575,000,000 $445,430,000(2) $1,180.37  $50.00    $1,230.37


    (1)  Per $1,000 principal amount, or EUR 1,000 principal amount, as the
         case may be, of each issue of Notes that is accepted for purchase.
    (2)  As of 5:00 p.m., New York City Time, on November 29, 2004.
    (3)  As of 5:00 p.m., New York City Time, on December 3, 2004.


    In addition, holders of Notes who delivered valid tenders and whose Notes
are accepted for payment will receive accrued and unpaid interest from the
last interest payment date to, but not including, the applicable settlement
date.  Holders who validly tendered their Notes by the applicable early tender
date will receive payment on the early settlement date, which is expected to
be on or about December 10, 2004.  Holders who tender their Notes after the
applicable early tender date, but on or prior to the expiration date, and
whose Notes are accepted for payment will receive payment on the final
settlement date, which is expected to be on or about December 23, 2004.
Withdrawal rights with respect to tendered Notes have expired.  Accordingly,
any Notes previously or hereafter tendered may not be withdrawn.
    The tender offer is scheduled to expire at 5:00 p.m., New York City time,
on December 22, 2004, unless extended or earlier terminated by Dana.
    Dana has retained Banc of America Securities, Deutsche Bank Securities and
J.P. Morgan Securities to act as the joint-lead dealer managers in connection
with the tender offer and solicitation agents in connection with the consent
solicitation.  Banc of America Securities (the coordinator for the offer and
consent solicitation) can be contacted at (+1) 888-292-0070 (U.S. toll free),
(+1) 212-847-5834 (collect), or (+44) 20-7174-4737.  Deutsche Bank Securities
can be contacted at (+1) 866-627-0391 (U.S. toll free), (+1) 212-250-2955
(collect), or (+44) 20-7545-8011.  J.P. Morgan Securities can be contacted at
(+1) 866-834-4666 (U.S. toll free), (+1) 212-834-3424 (collect) or
(+44) 20-7742-7506.  Holders can request documentation from D.F. King & Co.,
Inc. and D.F. King (Europe) Limited, the information agents for the offer, at
(+1) 800-859-8509 (U.S. toll free), (+1) 212-269-5550 (collect), and
(+44) 20-7920-9720.

    About Dana Corporation
    Dana Corporation is a global leader in the design, engineering, and
manufacture of value-added products and systems for automotive, commercial,
and off-highway vehicles.  Delivering on a century of innovation, Dana employs
approximately 45,000 people worldwide dedicated to advancing the science of
mobility.  Founded in 1904 and based in Toledo, Ohio, Dana operates
technology, manufacturing, and customer-service facilities in 30 countries.
Sales from continuing operations totaled $7.9 billion in 2003.  Dana's
Internet address is: http://www.dana.com.


SOURCE Dana Corporation

Web Site: http://www.dana.com

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