Filed
by Eaton Corporation plc
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934
Subject
Company: Dana Incorporated
Commission
File No.: 001-01063
Date:
June 11, 2026
The following document is an email sent on June 11, 2026 by Paulo Ruiz,
Chief Executive Officer of Eaton Corporation, to employees in connection with the announcement of the proposed
transaction with Dana Incorporated.
Dear Team,
This morning, we announced
(https://www.eaton.com/us/en-us/company/news-insights/news-releases/2026/eaton-mobility-group-enters-agreement-to-combine-with-dana.html)
that we have entered into a definitive agreement to combine our Mobility Group with Dana Incorporated - creating a scaled and
differentiated engineered solutions partner well-positioned to serve commercial and light vehicle OEMs worldwide, as well as the
associated aftermarket channels.
For Mobility:
Following the January announcement to separate the Mobility Group from Eaton,
we received heightened interest in Mobility given its strong credibility and reputation in the market. After careful consideration, we
concluded that combining the Mobility Group with Dana would create greater long-term value than pursuing a standalone separation.
Together, the combination of Mobility and Dana will expand presence in core
markets and deliver greater value to customers by bringing together the capabilities and expertise of both teams, a broader portfolio
of technologies and products, and best-in-class manufacturing capabilities. We’re proud of what our Mobility team has built, and
we’re confident that this highly complementary combination will drive meaningful value for customers, employees and shareholders
alike.
New, combined company leadership:
The combined company’s senior management team will include representatives
from both companies and will be announced as integration planning progresses. Today, we can announce:
| · | Byron Foster, Dana’s incoming Chief Executive Officer, and Timothy Kraus,
Dana’s current Chief Financial Officer, will lead the combined company as CEO and CFO, respectively. |
| · | Erin Rowse, Eaton’s current Senior Vice President, HR, Industrial, will
serve as the combined company’s Chief Human Resources Officer at closing. |
| · | Dana's eight-member board of directors will be expanded to include three directors
designated by Eaton. |
For Eaton:
This announcement represents a major milestone in our 2030 growth strategy
to lead, invest, and execute for growth. Upon completion of the transaction, which we expect to occur in Quarter 1, 2027, Eaton will have
an even more focused and optimized portfolio with its remaining businesses and will be well-positioned to capture growth opportunities
driven by electrification, digitalization and AI, reindustrialization, infrastructure spending, and growth in aerospace and defense demand.
What’s next:
Since announcing our intent to separate the Mobility Group, teams across
Eaton have been working diligently to prepare for this next chapter. While we will now be planning for a separation and combination with
Dana instead of a standalone spin-off, much of the work underway remains the same.
Importantly, until the transaction closes in Quarter 1, 2027, Mobility Group
and Dana will continue to operate as they are structured today – with our Mobility Group as part of Eaton and Dana as a separate,
independent company. Day-to-day operations remain unchanged and our current leadership team - the people who know our customers, our markets
and our strategy - will continue to guide the Mobility team forward over the coming months.
You can find FAQs on the Mobility Group separation employee page. They will
be updated as and when we have more information to share. Specifically for our Mobility employees, you’ll hear directly from your
senior leadership team today as they share more information on what this announcement means for you, our customers and our partners.
Thank you to our teams for your continued dedication and work to get to
this point. This announcement is a great step forward for both Mobility and Eaton.
Sincerely,
Paulo Ruiz,
CEO, Eaton
For cautionary notes on forward-looking statements and other important
information, please see this link.
Cautionary Notes on Forward-Looking Statements
This communication includes
“forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act
of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended by the Private
Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction between Eaton Corporation plc (“Eaton”),
Dana Incorporated (“Dana”) and Mobility (USA) Corporation (“SpinCo”). These forward-looking statements generally
are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,”
“intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,”
“would,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking
statements. All statements, other than historical facts, including, but not limited to, statements regarding the expected timing and structure
of the proposed transaction and financing of the transaction, the ability of the parties to complete the proposed transaction, the expected
benefits of the proposed transaction, including future financial and operating results and strategic and synergistic benefits, the tax
consequences of the proposed transaction, and the combined company’s plans, objectives, expectations and intentions, legal, economic
and regulatory conditions, and any assumptions underlying any of the foregoing, are forward looking statements.
These forward-looking statements
are based on Eaton’s and Dana’s current expectations and are subject to risks and uncertainties. Should one or more
of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from
those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation
that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from
such plans, estimates or expectations include, among others, the ability to complete the proposed transaction on the timeframe or on the
terms currently anticipated or at all, including due to a failure to obtain requisite stockholder and/or regulatory approvals; risks related
to difficulties, inabilities or delays in integrating the businesses of Dana and SpinCo; the ability to realize the anticipated benefits
of the proposed transaction, including estimated combined EBITDA, estimated combined revenue and estimated run-rate cost synergies;
potential impact of the announcement or consummation of the proposed transaction on Eaton’s and Dana’s stock prices; restrictions
on the conduct of Eaton’s and Dana’s respective businesses prior to closing and on each of their ability to pursue alternatives
to the proposed transaction; the possibility that the proposed transaction may be more expensive to complete than anticipated, including
as a result of unexpected factors or events, or unforeseen or unknown liabilities; the ability of the combined company to implement its
business strategy; the inability of the combined company to retain and hire key personnel; the occurrence of any event that could give
rise to termination of the proposed transaction; the risk that stockholder litigation in connection with the proposed transaction or other
litigation, settlements or investigations may affect the timing or occurrence of the proposed transaction or result in significant costs
of defense, indemnification and liability; risks relating to the ability to obtain financing for the transaction upon acceptable terms
or at all; evolving legal, regulatory and tax regimes; changes in general economic and/or industry specific conditions; global economic
repercussions related to U.S. and global inflationary pressures and potential recessionary concerns; the risks that the anticipated tax
treatment of the proposed transaction is not obtained; the risk of greater than expected difficulty in separating the business of SpinCo
from the other businesses of Eaton; risks related to the disruption of management time from ongoing business operations due to the pendency
of the proposed transaction, or other effects of the pendency of the proposed transaction on the relationship of any of the parties to
the transaction with their employees, customers, suppliers, or other counterparties; and other risk factors detailed from time to time
in Eaton’s and Dana’s reports filed with the Securities and Exchange Commission (the “SEC”), including Eaton’s
and Dana’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with
the SEC, including documents that will be filed with the SEC in connection with the proposed transaction. The foregoing list of important
factors is not exclusive.
Any forward-looking statements
speak only as of the date of this communication. None of Eaton, Dana or SpinCo undertakes, and each party expressly disclaims, any obligation
to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as
required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
It should also be noted that
projected financial information for the combined company is based on management’s estimates, assumptions and projections and has
not been prepared in conformance with the applicable accounting requirements of Regulation S-X relating to pro forma financial information,
and the required pro forma adjustments have not been applied and are not reflected therein. None of this information should be considered
in isolation from, or as a substitute for, the historical financial statements of Dana or SpinCo.
Important Information About the Transaction
and Where to Find It
In connection with the proposed
transaction, SpinCo may file with the SEC an information statement on Form 10 (“Form 10”) or a registration statement on Form
S-1/S-4 (the “Form S-1/S-4”) that constitutes a prospectus with respect to the shares of common stock, par value $0.01 per
share, of SpinCo (the “SpinCo shares”) to be issued to Eaton shareholders in the proposed exchange offer (the “prospectus/offer
to exchange”). Eaton may also file with the SEC a tender offer statement (the “Schedule TO”) with respect to the offer
by Eaton to exchange all SpinCo shares for ordinary shares, par value $0.01 per share, of Eaton that are validly tendered and not properly
withdrawn prior to the expiration of the exchange offer (if any). In addition, SpinCo intends to file with the SEC a registration statement
on Form S-4 (the “Form S-4”) that will include a proxy statement of Dana and that also constitutes a prospectus of SpinCo
with respect to the SpinCo shares to be issued in the proposed merger (the “proxy statement/prospectus”). Each of Eaton, SpinCo
and Dana may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for
the Form 10, Form S-1/S-4, Schedule TO, Form S-4, prospectus/offer to exchange, proxy statement/prospectus or any other document that
Eaton, SpinCo or Dana may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, THE SCHEDULE
TO; THE PROSPECTUS/OFFER TO EXCHANGE, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC,
AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT EATON, DANA, SPINCO AND THE PROPOSED TRANSACTION. Investors and security holders
will be able to obtain free copies of the Form 10, Form S-1/S-4, Schedule TO, Form S-4, the prospectus/offer to exchange and the proxy
statement/prospectus (if and when available) and other documents containing important information about Eaton, Dana and SpinCo and the
proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies
of the documents filed with, or furnished to, the SEC by Eaton and SpinCo will be available free of charge on Eaton’s website at
https://www.eaton.com/us/en-us/company/investor-relations.html. Copies of the documents filed with, or furnished to, the SEC by Dana will
be available free of charge on Dana’s website at https://danaincorporated.gcs-web.com/. The information included on, or accessible
through, Eaton or Dana’s website is not incorporated by reference into this communication.
Participants in the Solicitation
Eaton, Dana, SpinCo and certain
of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Information about the directors and executive officers of Eaton, including a description of their direct or indirect
interests, by security holdings or otherwise, is set forth in Eaton’s proxy statement for its 2026 Annual General Meeting
of Shareholders, which was filed with the SEC
on March 13, 2026. Information about the directors and executive officers of Dana, including a description of their direct or indirect
interests, by security holdings or otherwise, is set forth in Dana’s proxy statement for its 2026 Annual Meeting of Stockholders,
which was filed with the SEC on March 13, 2026. Other information regarding the participants in the proxy solicitation and a description
of their direct and indirect interests, by security holdings or otherwise, will be contained in the Form S-4 and the proxy statement/prospectus
and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors
should read the Form 10, Form S-1/S-4, Schedule TO, Form S-4, the prospectus/offer to exchange and the proxy statement/prospectus carefully
if and when available before making any voting or investment decisions. You may obtain free copies of these documents from Eaton or Dana
using the sources indicated above.
No Offer or Solicitation
This communication is not
intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or
exchange any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which
such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act or in a transaction exempt from the registration requirements of the Securities Act.
Note Regarding Use
of Non-GAAP Financial Measures
In addition to the financial
measures presented in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), this communication includes
certain non-GAAP financial measures (collectively, the “Non-GAAP Measures”), such as EBITDA, adjusted EBITDA, adjusted EBITDA
margin, free cash flow, adjusted free cash flow and adjusted free cash flow margin. These Non-GAAP Measures should not be used in isolation
or as a substitute or alternative to results determined in accordance with U.S. GAAP. In addition, Dana’s and Eaton’s definitions
of these Non-GAAP Measures may not be comparable to similarly titled non-GAAP financial measures reported by other companies. A reconciliation
of these Non-GAAP Measures to the most directly comparable financial measures calculated and reported in accordance with U.S. GAAP can
be found in Dana’s filings with the SEC except for financial guidance and other forward-looking information since such a reconciliation
is not practicable without unreasonable effort as Dana is unable to reasonably forecast certain amounts that are necessary for such reconciliation.
