Dana Corp. Completes Sale of Automotive Aftermarket Businesses

On November 30, 2004, Dana Corp. of Toledo, Ohio completed the sale of its automotive aftermarket businesses to Affinia Group Inc., an affiliate of a New York-based private equity group, the Cypress Group, for approximately US$1 billion. The transaction involved the sale of 52 facilities employing approximately 13,000 people worldwide including six facilities in Canada.

Credit Suisse First Boston LLC and Goldman, Sachs & Co. acted as financial advisers to Dana Corp. and Wachtell, Lipton, Rosen & Katz acted as lead US legal counsel with a team led by Adam Emmerich, David Karp, Morgan Ricks and Shiri Ben-Yishai.

Gowling Lafleur Henderson LLP acted as lead Canadian counsel for Dana Corp., with a team led by Rod Seyffert that included Daniel Hayhurst (pension and benefits), Allen Craig (labour), Tim Wach and Vince Imerti (tax), Steven Willard (real estate), Katherine van Rensburg (environmental), Bruce Graham (competition), Michael Harpur (advocacy) and Farida Merali (corporate).

The Cypress Group was represented by Simpson Thacher & Bartlett LLP, with a team led by Bill Curbow, Gregory Grogan, Jennifer Steen and Karin Werner. Purchaser’s counsel were assisted by Osler, Hoskin & Harcourt LLP on Canadian matters, with a team that included Peter Glossop and Kevin Ackhurst (competition), Paul Litner and Louise Greig (pension & benefits), Sean Love (environmental), Steve Luff and Janet Lee (real estate), Damian Rigolo (labour), and Steve Sigurdson and Sach Davé (corporate).