Modine Manufacturing Company · NYSE:MOD
Modine Manufacturing — Merger or Acquisition (November 2004)
19 slides from Modine Manufacturing's merger presentation, Nov 19, 2004
Slide 1: Modine Aftermarket Division and Support Employees Merger Update
~s7! MODINE APPLIED THERMAL INNOVATION” Aftermarket Division and Support Employees inspro Merg
Slide 2: Agenda
AGENDA Status of Merger Activities Recent Activities Definitive Agreement, Transitional Services HSR Filing Environmental Audits Tax Ruling SEC Summary of Open Questions HR / Benefits Follow Up Open Discussion / Questions Lyman Tschanz Lyman Tschanz Mike Linstroth All <Goome
Slide 3: Recent Activity
Recent Activity Face-to-face meeting between the management of both companies was cancelled. This discussion would have been very limited because both companies are competitors and can not collaborate. Did not want to create any risk for legal filings. Held video conference instead. Reviewed issues
Slide 4: Definitive Agreement
Det e Agreement This is the extensive legal document that describes the “deal” between the two companies in detail. The documents are still being negotiated. A meeting between the management and legal representatives of both companies is anticipated in December to finalize the agreement. The final a
Slide 5: Transitional Services Agreement
Transitional Services Agreement It is anticipated that both companies will need to provide limited support for the other business for a period after the completion of the merger. Modine will support Newco | Aftermarket. Transpro will support Jackson HD OE business. This includes issues like IS, HR,
Slide 6: Status of Merger Activities: HSR Filing
Status of Merger Activities HSR Filing HSR= “Hart Scott Rodino” Act, which requires companies to notify the Federal Trade Commission and Department of Justice prior to an anticipated merger. The merger is reviewed in regard to “combinations in restraint of trade”. Both companies submit documents use
Slide 7: Environmental Audits
Environmental Audits Both companies agreed to complete additional environmental studies at Jackson and Miill. Environmental consultants have visited both locations. Written documentation to follow in the next month. <Goome
Slide 8: Tax Ruling
Tax Ruling A filing was made with the IRS to determine the tax treatment of the transaction. We received a ruling from the IRS that none of the transactions contemplated will be taxable. <Goome
Slide 9: SEC Filings
SEC Filings SEC The “governance” documents for the new company will be developed and filed with the SEC. Itis planned that Transpro will be the “acquirer” from an accounting standpoint. Also need to submit prospectus and proxy statements for shareholders of the new company. An information statement
Slide 10: Q&A: Modine merged into Transpro, not equal
QC: Modine “merged inio“ Trangpro — not equal. ‘A: Modine shareholders willown 54% of the new company. Legally Modine ‘Afiermarket Holdings will merge into Transpro. The new company needs to effectively integrate and combine two respected aftermarket businesses, QC: Trangpro people appear to know mo
Slide 11: Q&A: Transition teams and share exchange
(QC: Whenwill the transition teams be named? How willpeople for transition teams be selected? Are volunteers needed? ‘A: An internal transitional services team willbe established within a few weeks. (QC: Would like confirmation that we will receive.25 shares of stockin the new company for every shar
Slide 12: Q&A: Information collection and systems
QC: Should we hegin to collect information from “Modine” thatwe use daily? LE. green bar reporis? How will the “sysiem” issues be handled as they are ted to Modine? ‘A: At this point no one needs to keep copies of information that they use to do ‘their job. This may come up when we start transitiona
Slide 13: Q&A: Modine and the Aftermarket employees
(QC: Modine glad to get rid of the Aftermarket problem - don't care shout the employees leaving Modine. ‘A: Modine is very pleased to that we were able to reach a letter of intent with ‘Trangpro regarding the Aftermarket. Thisis the best sobution to assure the continuation of this business in avery
Slide 14: Q&A: Racine Aftermarket employee concerns
Racine Aftermarket people are concerned ahout not heing allowed to pursue ‘Modine openings ouiside the Aftermarket ‘What will happen to people near vacation “break points” (years of service)? ‘Will vacation he accrued for next year? ‘Will any records transfer with us, Le. financial statements, cusio
Slide 15: Q&A: Due diligence, office and pay
How long will the next steps of the due diligence process tale? ‘Whenwill the new office near Racine he selected? How long will the lease he for the SE Wisconsin building? ‘Will the core working hours he similar to Modine? Any flex time? ‘Will our pay remain the same? How long can.we we the Transpro
Slide 16: Q&A: Transpro HR visit and payroll
When will Transpro HR visit Racine and answer questions directly? A: They have indicated they willvisit Racine shortly after the Definitive ‘Agreement is finalized and the HSR filing is cleared. Q What Friday do they pay on? : They are on the same schedule as Modine Q Do they hold aweekor two weeks
Slide 17: Q&A: Casual days and benefits
(QC: In 2008, Modine has ? assigned casual days....willpeople get pail if not talen? A: Aftermarket employees must take the casual days offhefore the merger is completed or the dayswillhe lst. Peoplewill nthe paid for untalen casual days. QC: When willwe know what our benefits willhe?? Health, denta
Slide 18: Next steps: Business as usual
+ Business as usual! + Completion and approval of Definitive Agreement. + HSR filing with FTC and DOJ. *SEC filings. + Regular employee communications. <Goome
Slide 19: Questions?
QUESTIONS? = Transpro MODINE Combining Strengths to Better Serve the Aftermarket <Sooine
Modine Manufacturing — Merger or Acquisition (November 2004) on 6ix