Proliance International Inc · OTC:PLNTQ
Proliance International — Transpro — Merger or Acquisition (November 2004)
19 slides from Proliance International's merger presentation, Nov 2, 2004
Slide 1: Modine and Transpro merger presentation
David B. Rayburn President & CEO November 2, 2004 Charles E. Johnson President & CEO
Slide 2: Regulation M-A Disclosure
Regulation MA Disclosure Regulation MA Disclosure: This investor presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the benefits of the proposed merger between
Slide 3: Overview
Overview Modine Manufacturing Company and Transpro, Inc. have signed a letter of intent regarding a proposed merger between Modine’s Aftermarket business and Transpro The merger would create a strongly positioned and well-capitalized pure play aftermarket business The merged Company is expected to p
Slide 4: Creating Value for Shareholders
Creating Value for Shareholders Merger of Modine’s Aftermarket business with Transpro Concurrent Modine purchase of Transpro’s heavy duty OE business Provides shareholders with the opportunity to realize value of two pure play companies Modine focused on the OE market (approx. $1.4 billion in sales)
Slide 5: Contemplated Transaction Summary
Contemplated Transaction Summary Modine OE Modine Aftermarket Transpro Shareholders Transpro Aftermarket Transpro Heavy Duty OE Modine Shareholders New Company Transpro Shareholders Modine Aftermarket Transpro Aftermarket 46% Modine Shareholders 100% Modine OE Transpro Heavy Duty OE 100% 100% Modine
Slide 6: About Transpro's Heavy Duty Business
About Transpro’s Heavy Duty Business Provides aluminum charge air coolers and copper/brass radiators for the OE market Products sold to the heavy duty, military, motor home, specialty truck, bus, and power generation industries Approximately 150,000 square foot facility and 180 employees
Slide 7: Heavy Duty Business Key Customers
Heavy Duty Business Key Customers
Slide 8: Heavy Duty Business Acquisition
Heavy Duty Business Acquisition Enhances Modine’s sales to the OE commercial vehicle market Over $45 million in sales Strong fit with existing heavy duty business and technology focus Synergy and expansion opportunities over time $17 million cash purchase price Expected to be immediately accretive t
Slide 9: Charles E. Johnson, President & CEO
Charles E. Johnson President & CEO
Slide 10: Transpro Today
Transpro Today Leading manufacturer and supplier of heat transfer and air conditioning products for the automotive and light truck aftermarket Manufacturer and supplier of heavy duty OEM and aftermarket heat transfer products Comprehensive product offering under the leading brands of Ready-Rad® and
Slide 11: Transpro Q3 Financial Results
Transpro Q3 Financial Results Third quarter was operationally and financially strong as improvements were achieved in most all measures compared to last year Key financial metrics for first 9 months compared to last year Net sales $204.1 million, a increase of 15.6% over $176.6 million last year Net
Slide 12: New Company Tomorrow
New Company Tomorrow Comprehensive product offering focused on the sale of aftermarket heat transfer and air conditioning products for the automotive, truck, and industrial markets Marketed under the highly recognized Ready-Rad ® , Ready-Aire ® , Modine ® , NRF ® , Mexpar ® , and AirPro ® brands Exp
Slide 13: Compelling Merger Rationale
Compelling Merger Rationale The new Company will be well positioned to meet the challenges of today’s aftermarket and deliver benefits to all stakeholders The new Company is expected to have . . . Improved ability to compete on an international basis Expanded customer access and product lines, and e
Slide 14: Compelling Merger Rationale
Compelling Merger Rationale Benefits of increased scale Increased geographic, distribution, and customer reach Increased brand and product breadth Increased manufacturing and sourcing efficiencies Benefits of significant synergies are expected Recurring full-year cost savings of at least $20 million
Slide 15: New Company Leadership Team
New Company Leadership Team Leadership team will provide both vision and continuity Board will initially include ten directors Six members of Transpro’s existing Board of Directors Four members selected by Modine (two executive officers and two outside directors) Chairman will be selected from exist
Slide 16: Financial Highlights
Financial Highlights The new Company will have net sales in excess of $400 million Improved profitability Substantial synergy benefits Profitable in first year of the combination before restructuring charges Restructuring charges expected to be $10 million to $14 million over the 12- to 18-month int
Slide 17: Financial Highlights (cont'd)
Financial Highlights (cont’) The new Company will have an improved balance sheet and financial flexibility Debt will be reduced by the proceeds from sale of heavy duty OEM business and the application of cash in Modine’s aftermarket business Debt-to-capitalization ratio expected to improve to 20% fr
Slide 18: Wrap-Up
Wrap-Up Due diligence is substantially complete and key terms agreed Transpro and Modine expect to sign a definitive merger agreement and related transaction agreements in fourth quarter 2004 Definitive transaction agreements would contain customary conditions, including Transpro shareholders approv
Slide 19: Modine and Transpro logos
4{MODIN APPLIED THERMAL INNOVATION” TRANSPRO