Acquisition Overview - Allison Transmission is acquiring Dana Off-Highway Business for approximately $2.7 billion[11] - The purchase price represents 6.8x Adjusted EBITDA (LTM 12/31/24) of approximately $400 million[11] and 5.2x including estimated run-rate synergies of approximately $120 million[11] - The deal is expected to close in late Q4 2025[11] Financial Highlights - The company anticipates net leverage of less than 3.0x at close, with a near-term target of less than 2.0x[11] - The acquisition is anticipated to be immediately accretive to diluted earnings per share[11] - Allison had $753 million in cash and $744 million available under the revolving credit facility as of March 31, 2025[11] Strategic Rationale - The acquisition expands Allison's global platform and end-market expertise[10] - It accelerates product innovation and enhances alternative propulsion capabilities[10] - The combination expands into adjacent, diverse, and attractive end-markets[10] Dana Off-Highway Business - Dana Off-Highway reported approximately $2.8 billion in net sales in 2024[16] - The business generated approximately $400 million in Adjusted EBITDA in 2024[16] - Free cash flow for Dana Off-Highway was approximately $280 million in 2024[16] Combined Company - The combined company is expected to achieve $6.0 billion in net sales[38] - Adjusted EBITDA is expected to increase by 40% to $1.6-1.7 billion[38] - The combined Adjusted EBITDA margin is projected to be 27-29%[39] End-Market Mix - The combined company's end-market mix will include 45% On-Highway, 4% Defense, and 51% Off-Highway[32, 33] - Construction & Forestry represents 35% of Dana Off-Highway's end-market mix[18] - Agriculture accounts for 18% of Dana Off-Highway's end-market mix[18]