UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 22, 2018
Dana Incorporated
(Exact name of registrant as specified in its charter)
| Delaware | 1-1063 | 26-1531856 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
3939 Technology Drive, Maumee, Ohio 43537
(Address of principal executive offices) (Zip Code)
(419) 887-3000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 7.01 Regulation FD Disclosure.
On June 22, 2018, Dana Incorporated (“Dana”) issued a press release announcing that it has purchased a majority stake in TM4 Inc., a subsidiary of Hydro-Québec.
A copy of Dana’s press release related to the transaction is being furnished as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed or furnished with this report.
|
Exhibit No. |
Description | |
| 99.1 | Dana Incorporated Press Release dated June 22, 2018 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DANA INCORPORATED | ||||||
| Date: June 22, 2018 | By: | /s/ Douglas H. Liedberg | ||||
| Name: Douglas H. Liedberg | ||||||
| Title: Senior Vice President, General Counsel and Secretary | ||||||
Exhibit 99.1
IMMEDIATE
Dana Incorporated and Hydro-Québec Announce Strategic Joint Venture
| • | TM4’s motor and inverter capabilities complement Dana’s e-Drive design, engineering, and manufacturing |
| • | Positions Dana as the only supplier with complete gearbox, motor, inverter, and thermal-management capability, creating a leader in power generation and conveyance for electrified vehicles |
| • | Dana’s extensive market breadth enables TM4 to realize its full business potential |
MAUMEE, Ohio, and BOUCHERVILLE, Québec, June 22, 2018 – Dana Incorporated (NYSE: DAN) and Hydro-Québec today announced a joint-venture partnership in which TM4 Inc., a subsidiary of Hydro-Québec, will become Dana’s source for electric motors, power inverters, and control systems. As part of this agreement, Dana will become a majority shareholder of TM4 in exchange for CA$165 million (approximately US$127 million). Hydro-Québec will maintain a 45 percent interest in TM4.
TM4 designs and manufactures motors, power inverters, and control systems for electric vehicles, offering a complimentary portfolio to Dana’s electric gearboxes and thermal-management technologies for batteries, motors, and inverters. The transaction establishes Dana as the only supplier with full e-Drive design, engineering, and manufacturing capabilities – offering electro-mechanical propulsion solutions to each of its end markets.
TM4 was founded in 1998 by Hydro-Québec, Canada’s largest electricity producer and one of the world’s largest hydroelectric power producers. TM4 operates a technology and advanced manufacturing facility in Boucherville, Québec. Consistent with Dana’s proven, globally distributed technical center model, Boucherville will remain a center of excellence, with TM4’s current management team and 130 employees remaining in place.
Dana is a world leader in highly engineered solutions for improving the efficiency, performance, and sustainability of powered vehicles and machinery. Dana supports the passenger vehicle, commercial truck, and off-highway markets, as well as industrial and stationary equipment applications.
“We are excited to welcome TM4 into Dana’s global family and to be partnering with Hydro-Québec, a leader in the generation of energy that fully comprehends the megatrends surrounding energy efficiency and the rapidly developing electrification infrastructure requirements around the globe,” said Jim Kamsickas, Dana president and CEO. “This joint venture brings together a world leader in mechanical power conveyance and thermal-management technology with an experienced manufacturer of electric motors and inverters to offer a broad range of hybrid and electric vehicle solutions for our customers across all three of our end markets.”
“Transportation electrification is at a turning point. In this context, Hydro-Québec has initiated a rigorous process to identify the winning conditions that will allow TM4 to reach its full potential. Today’s announcement strengthens Boucherville’s position as a world-class center of excellence, and further confirms our expertise in the sector,” said Éric Martel, president and CEO of Hydro-Québec. “We wanted to join an industrial partner to accelerate TM4’s market access to become a global leader, to the benefit of all Quebecers. This transaction will strengthen the activities of TM4 in Quebec.”
This transaction further strengthens Dana’s position in China, the world’s fastest-growing market for electric vehicles. TM4 and Prestolite Electric Beijing Limited have a 50-50 joint venture in China, called Prestolite E-Propulsion Systems Limited, which offers electric mobility solutions throughout China and the ASEAN region.
Mr. Kamsickas added: “Through this partnership, TM4 becomes a pillar in Dana’s e-Propulsion business. The company has an exceptionally talented team that has demonstrated a commitment to delivering world-class products and services, and we are excited about working with Hydro-Québec to profitably grow the business by providing our customers fully integrated, turnkey driveline solutions.”
Dana to Host Conference Call at 9 a.m. Today
Dana will host a webcast and conference call at 9 a.m. EDT today. Participants may listen to the audio portion of the conference call either through audio streaming online or by telephone. Slide viewing is available online via a link provided on the Dana investor website: www.dana.com/investors. U.S. and Canadian locations should dial 1-888-311-4590 and international locations should call 1-706-758-0054. Please enter conference I.D. 3449646 and ask for the “Dana Webcast and Conference Call.” Phone registration will be available starting at 8:30 a.m. EDT.
An audio recording of the webcast will be available after 5:30 p.m. EDT on June 22 by dialing 1-855-859-2056 (U.S. or Canada) or 1-404-537-3406 (international) and entering conference I.D. 3449646. A webcast replay will also be available after 5:30 p.m. EDT and may be accessed via Dana’s investor website.
Hydro-Québec and Dana to Host Press Conference at 10:30 a.m. Today
Hydro-Québec and Dana will co-host a press conference today at 10:30 a.m. EDT at Hydro-Québec’s headquarters (Édifice Jean-Lesage, 75, boulevard René-Lévesque Ouest Montréal (Québec) H2Z 1A4, Canada).
About Dana Incorporated
Dana is a world leader in highly engineered solutions for improving the efficiency, performance, and sustainability of powered vehicles and machinery. Dana supports the passenger vehicle, commercial truck, and off-highway markets, as well as industrial and stationary equipment applications. Founded in 1904, Dana employs approximately 30,000 people in 33 countries on six continents who are committed to delivering long-term value to customers. The company reported sales of more than $7.2 billion in 2017. Based in Maumee, Ohio, the company is ranked among the Drucker Institute’s listing of the 250 most effectively managed companies. For more information, please visit www.dana.com.
About Hydro-Québec
Hydro-Québec generates, transmits and distributes electricity. It is Canada’s largest electricity producer and is among the world’s largest hydropower producers. Its sole shareholder is the Québec government. Its research institute, IREQ, conducts R&D in energy efficiency, energy storage and other energy-related fields. Hydro-Québec invests $100 million in research every year. For more information, please visit www.hydroquebec.com.
About TM4
TM4 designs and manufactures electric motors, generators, power electronics and control systems suitable for the commercial, automotive, marine, mining, rail, motorsports and recreational vehicle markets. TM4 contributes to the highest possible energy conversion efficiencies thanks to its expertise in permanent magnets motors, thermal management, coil winding, outer-rotor topology, and motor and inverter control algorithms. TM4 is located in Boucherville, Québec. For more information, visit www.tm4.com.
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Dana Investor Contact
Craig Barber
+1-419-887-5166
craig.barber@dana.com
Dana U.S. Media Contact
Jeff Cole
+1-419-887-3535
jeff.cole@dana.com
Dana Canada Media Contact
Carl Vallée
+1-514-316-7093
cvallee@hatleystrategies.com
Hydro-Québec Media Contact
(514) 289-5005