Dana Corporation Announces Cash Tender Offer and Consent Solicitation
Nov 15, 2004
TOLEDO, Ohio, Nov. 15 /PRNewswire-FirstCall/ -- Dana Corporation
(NYSE: DCN) ("Dana") announced today that it is offering to repurchase up to
$635 million (or its equivalent) of its outstanding 10-1/8% Notes due 2010 and
its outstanding 9% Notes due 2011 (collectively, the "Notes").
(Logo: http://www.newscom.com/cgi-bin/prnh/19990903/DANA )
The Notes will be purchased according to a priority of series (the
"Acceptance Priority Level") as set forth in the table below. All Notes having
a higher Acceptance Priority Level will be accepted for purchase before any
tendered Notes having a lower Acceptance Priority Level. Certain information
to be used in determining the consideration payable in respect of each $1,000
principal amount, or Euro 1,000 principal amount, as the case may be, of each
series of Notes tendered, is also set forth in the table below. The
consideration for each issue is based on a fixed spread to a reference
government security, and the calculation for the consideration is explained in
the Offer to Purchase and Consent Solicitation Statement dated November 15,
2004 (the "Offer to Purchase"). The consideration for each issue will become
fixed on a date that is 10 business days prior to the expiration of the offer,
as explained in the Offer to Purchase.
Maximum Acceptance Early
Offer Priority Tender Reference Fixed
Title of Security Amount Level Payment (1) Security Spread (2)
10-1/8% Notes 1-5/8%
due 2010 (USD) $250,000,000 1 $50.00 U.S.T. 85 bps
due 2006
9.00% Euro
Notes due
2011 (EUR) Euro 200,000,000 2 Euro 50.00 5% U.S.T. 110 bps
due 2011
9.00% Notes
due 2011 (USD) $575,000,000 3 $50.00 5% U.S.T. 110 bps
due 2011
(1) Per $1,000 principal amount, or Euro 1,000 principal amount, as the
case may be, of each issue of Notes that is accepted for purchase.
(2) The total consideration is calculated with reference to the indicated
fixed spread. The total consideration, payable to holders who tender
prior to the Early Tender Date, includes the early tender payment.
Holders of Notes who validly tender at or prior to 5:00 p.m., New York
City time, on November 29, 2004 (the "Early Tender Date"), will receive the
relevant total consideration, which includes the early tender payment, if such
tenders are accepted for purchase. The offer will expire at 5:00 p.m., New
York City time, on December 22, 2004, unless extended or earlier terminated by
Dana. Settlement is expected to be on or about December 23, 2004.
If holders tender Notes with an aggregate consideration greater than
$635 million (or its equivalent), Dana will accept the Notes according to the
Acceptance Priority Level, and proration of an issue may be required. Dana
will pay all accrued and unpaid interest from the last interest payment date
up to the settlement date of the offer for all securities for which valid
tender offers are accepted.
In connection with the tender offer, Dana is soliciting consents from
holders of at least a majority in the aggregate principal amount of each issue
of Notes to amend the indentures governing such Notes. The proposed
amendments will eliminate substantially all of the restrictive covenants,
certain events of default and related provisions contained in the indentures.
The proposed amendments with respect to each issue of Notes will only become
effective if Dana receives the consents of at least a majority in aggregate
principal amount with respect to each such issue of Notes. THE PROPOSED
AMENDMENTS WILL NOT BECOME OPERATIVE WITH RESPECT TO THE APPLICABLE ISSUE OF
NOTES UNLESS ALL TENDERED NOTES OF THAT SERIES ARE ACCEPTED FOR PAYMENT AND
ARE NOT SUBJECT TO PRORATION. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM
AMOUNT OF NOTES BEING TENDERED.
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.
Dana is making the tender offer pursuant to the Offer to Purchase. The
Offer to Purchase sets forth comprehensive descriptions of the terms of tender
offer, including the conditions to the offer, the solicitation restrictions,
and the effect of amending the indentures underlying the Notes. Dana urges
its debt holders to read the Offer to Purchase in its entirety before making a
decision with regard to the offer. The tender offer is not being made
directly or indirectly (and is not available to any resident or person located
in) Italy.
This press release is neither an offer to purchase, nor a solicitation for
acceptance of the offer. Dana is making the offer only by, and pursuant to the
terms of the Offer to Purchase. Dana's obligation to accept for purchase, and
to pay for, Notes validly tendered is conditioned upon the satisfaction or
waiver of the conditions in the Offer to Purchase.
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, the company's
continuing operations employ 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 .
Forward-Looking Statements
Forward-looking statements in this release are indicated by words such as
"anticipates," "expects," "believes," "intends," "plans," "estimates,"
"projects" and similar expressions. These statements represent Dana's
expectations based on current information and assumptions. Forward-looking
statements are inherently subject to risks and uncertainties. Dana's actual
results could differ materially from those which are anticipated or projected
due to a number of factors. These factors include national and international
economic conditions; adverse effects from terrorism or hostilities; the
success and timing of the sale of the automotive aftermarket businesses; the
strength of other currencies relative to the U.S. dollar; increases in
commodity costs, including steel, that cannot be recouped in product pricing;
the ability of Dana's customers and suppliers to achieve their projected sales
and production levels; competitive pressures on Dana's sales and pricing; the
continued success of Dana's cost reduction and cash management programs and of
long-term transformation strategy for the company; and other factors set out
in Dana's latest report on Form 10-Q.
SOURCE Dana Corporation
Web Site: http://www.dana.com
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