Dana Incorporated (NYSE:DAN) entered into a definitive agreement to acquire Liquid Cooled Portion of Automotive Business of Modine Manufacturing Company (NYSE:MOD) for $1 in October 2020. The agreed purchase price is $1 with the assumption of certain financial liabilities and is subject to the adjustments. Liquid Cooled Portion of Automotive Business of Modine Manufacturing Company reported net sales approximately $310.0 million in fiscal 2020.

The transaction is subject to regulatory approval and other customary closing conditions, the receipt of approvals under or expiration or termination of applicable waiting periods under applicable competition and foreign investment laws, each permit, authorization, the completion of employee representative consultation procedures, delivery of duly signed certificates by each party, delivery of resignation letters by Modine Manufacturing Company of the managers, directors, officers or members of the control body or equivalent supervising body, the consultation procedures with the Uden Works Council shall have been completed in all material respects, all right, title and interest to the Hungarian Real Property shall have been lawfully transferred to MDA Hungary, the receipt of certain third party consents and the absence of a material adverse effect with respect to the Business. The transaction is not subject to a financing condition. As of May 28, 2021, The regulatory process for the sale is pending. As on June 9, 2021, As a part of the ongoing regulatory approval process in Germany, Dana and Modine Manufacturing Company have mutually agreed to the voluntary withdrawal of the current regulatory filing for approval of the transaction. Dana and Modine Manufacturing Company are working together to modify the perimeter of the Company's liquid-cooled portion of its automotive business in Europe and expect to resubmit the revised plan for regulatory approval by the end of June. The transaction is expected to close in the first half of 2021.

J.P. Morgan Securities LLC acted as financial advisor and Mark D. Gerstein, Mandy Reeves, Max Hauser, José María Jiménez Laiglesia, Jeffrey Tochner, Rene de Vera, Robin Struve of Latham & Watkins LLP acted as legal advisors to Modine. Jochen Lamb, Carolin Armbruster, Oliver Simon, Alexandra Schluck-Amend, Martina Meier-Grom, Michael Rein, Birgit Wagner, Conrad Gräwe, Steven Washington, Anikó Kircsi, Gabriella Ormai, Marco Casasole, Francesco Capasso, Fabrizio Spagnolo, Bob van Zijl, Tjeerd Hoekstra, Johannes Trenkwalder, Bernhard Hainz and Andrea Potz of CMS acted as legal advisor to Modine Manufacturing Company. Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft acted as due diligence provider and Ernst & Young Corporate Finance Beratung GmbH acted as financial advisor to Modine Manufacturing Company. Citigroup Global Markets, Inc. acted as financial advisor and Kevin Georgerian of Hunton Andrews Kurth LLP and Hogan Lovells acted as legal advisors to Dana.