Dana Corporation Recommends Shareholders Not Accept Mini-Tender Offer

PRNewswire-FirstCall
TOLEDO, Ohio
(NYSE:DCN)
Sep 23, 2005

TOLEDO, Ohio, Sept. 23, 2005 /PRNewswire-FirstCall/ -- Dana Corporation (NYSE: DCN) has been notified that TRC Capital Corporation ("TRC"), a private Canadian investment company, has commenced a "mini-tender" offer to purchase up to 3 million shares of Dana's outstanding common stock (about 2 percent of Dana's outstanding shares) at an offer price of U.S. $8.65 per share.

(Logo: http://www.newscom.com/cgi-bin/prnh/19990903/DANA)

Dana, its officers and directors are not associated in any way with TRC Capital Corporation, TRC's offer, or its offer documents dated September 21, 2005.

Dana recommends that its shareholders not accept TRC's offer.

The price offered by TRC represents a 3.9 percent discount to the closing price of Dana's shares on the New York Stock Exchange ("NYSE") on September 20, the last trading day prior to the date of the offer, and is also lower than Dana's closing price on the NYSE on September 22 of $9.25 per share.

"Mini-tender" offers seek less than 5 percent of a company's shares, thereby avoiding many disclosure and procedure requirements of the U.S. Securities and Exchange Commission ("SEC") and Canadian securities administrators that are designed to protect investors. Regulators in both the United States and Canada have expressed concerns with "mini-tender" offers. The SEC has said that mini-tender offers "have been increasingly used to catch investors off guard" and that investors "may end up selling their securities at below-market prices," and has issued an investor alert that can be accessed on its website at http://www.sec.gov/investor/pubs/minitend.htm. The Ontario Securities Commission has issued a similar investor alert which is accessible at: http://www.osc.gov.on.ca/Investor/Alert/ia_20040518_mini-tenders.jsp.

Shareholders who are considering selling their Dana shares to TRC are advised to consult with their investment advisors and to exercise caution in evaluating TRC's offer and take into account the offer price in comparison to the market price of Dana's stock.

Dana would like to make broker-dealers and other market participants who may disseminate the offer aware of (1) the SEC's recommendations to broker- dealers at: http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm, and (2) NYSE Information Memo Number 01-27 (issued September 28, 2001) regarding the dissemination of mini-tender offer materials at the "Information for Market Professionals - Information Memos" tab at: http://www.nyse.com/. Dana requests that a copy of this press release be included with all distributions of information relating to TRC's mini-tender offer.

About Dana Corporation

Dana people design and manufacture products for every major vehicle producer in the world. Dana is focused on being an essential partner to automotive, commercial, and off-highway vehicle customers, which collectively produce more than 60 million vehicles annually. A leading supplier of axle, driveshaft, engine, frame, chassis, and transmission technologies, Dana employs 46,000 people in 28 countries. Based in Toledo, Ohio, the company reported sales of $9.1 billion in 2004. Dana's Internet address is: http://www.dana.com/.

Photo: NewsCom: http://www.newscom.com/cgi-bin/prnh/19990903/DANA
AP Archive: http://photoarchive.ap.org/
PRN Photo Desk, photodesk@prnewswire.com

SOURCE: Dana Corporation

Web site: http://www.dana.com/
http://www.sec.gov/investor/pubs/minitend.htm
http://www.nyse.com/
http://www.osc.gov.on.ca/Investor/Alert/ia_20040518_mini-tenders.jsp
http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm

Company News On-Call: http://www.prnewswire.com/comp/226839.html


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