Dana Holding Corporation Closes on Sale of Structural Products Business to Metalsa, S.A. de C.V.

MAUMEE, Ohio, March 8 -- Dana Holding Corporation announced today that it has closed on the sale of the majority of its global Structural Products business to Metalsa, S.A. de C.V., a subsidiary of Grupo Proeza and manufacturer of structural components for the light and commercial vehicle markets.

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Today's transaction closing completes the sale to Metalsa of Structures operations in the U.S., Brazil, Canada, Australia, and Argentina, and a U.K. joint venture. The sale of Dana's Structures facility in Venezuela is anticipated to conclude later this year.

Metalsa and certain of its affiliates acquired the equity and tangible and intangible assets of the global operations comprising Dana's Structural Products business from Dana and certain of its affiliates for an aggregate purchase price of approximately $147 million and the buyer's assumption of certain liabilities related to the business. The purchase price includes approximately $127 million payable at closing, subject to usual closing adjustments; $5 million payable on the first anniversary of closing; and up to $15 million subject to an earn-out. In addition, the parties have entered into ancillary agreements, including a transition services agreement, supply agreements, and intellectual property license arrangements. In connection with the completion of this transaction, Dana recorded an after-tax charge of $153 million in the fourth quarter of 2009 for asset impairment and costs associated with the sale.

"Completing the sale of the Structural Products business enables Dana to sharpen our focus and resources more squarely on product development and growth in our businesses serving the light, medium, and heavy vehicle and off-highway markets," said Dana President and CEO Jim Sweetnam. "We wish the talented people in the Structural Products operations the very best as they move forward with Metalsa. This is a good fit for Metalsa."

Structural Products Overview

The Structural Products operations being sold to Metalsa encompass 10 facilities located in the United States, Argentina, Australia, Brazil, and Venezuela. The transaction also includes Dana's interest in a joint venture in the United Kingdom. Dana retains and will continue to operate Structural Products operations at its Longview, Texas, facility. The operations and assets included in the sale generated consolidated revenues of approximately $590 million in 2009. Collectively, the operations employ approximately 2,800 people.

About Dana Holding Corporation

Dana is a world leader in the supply of axles; driveshafts; sealing and thermal-management products; and genuine service parts. The company's customer base includes virtually every major vehicle manufacturer in the global automotive, commercial vehicle, and off-highway markets. Based in Maumee, Ohio, the company employs approximately 24,000 people in 26 countries and reported 2009 sales of $5.2 billion. For more information, please visit: www.dana.com.

About Metalsa, S.A. de C.V.

Metalsa, a subsidiary of Grupo Proeza, manufactures structural components for the light and commercial vehicle markets. Products include chassis frames and body structural stampings and assemblies for passenger cars and light trucks, as well as side rails and cross members for Class 5-8 commercial vehicles. The company currently has presence and operations in India, Japan, and North America. Metalsa distinguishes itself by offering quality, service, innovation, and customization to each customer. Founded in 1956, Metalsa currently has 3,600 employees. For additional information, please visit http://www.metalsa.com.mx/.