Modine Manufacturing Company · NYSE:MOD
Modine Manufacturing — Merger or Acquisition (October 2004)
17 slides from Modine Manufacturing's merger presentation, Oct 29, 2004
Slide 1: Modine Manufacturing Company
Modine Manufacturing Company October 29, 2004 David Rayburn, Chief Executive Officer Brad Richardson, Chief Financial Officer
Slide 2: Regulation MA 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 – Merger of Modine’s Aftermarket business with Transpro – Concurrent Modine purchase of Transpro’s heavy duty OE business • The mer
Slide 4: Contemplated Transaction
Contemplated Transaction • Modine spins off its Aftermarket business to its shareholders on a debt-free basis • The resulting Company would immediately merge into Transpro • Each step of the transaction is expected to be tax-free to the shareholders of both companies • Modine shareholders would own
Slide 5: Contemplated Transaction (cont'd)
Contemplated Transaction (cont’d) • Concurrently, Modine would purchase Transpro’s G&O Manufacturing subsidiary, its heavy duty OE business, for $17 million in cash – Manufactures radiators and charge air coolers for the heavy duty truck and commercial vehicle markets – Enhances Modine’s presence in
Slide 6: Contemplated Transaction Summary
Contemplated Transaction Summary Today Post Transaction Modine Modine Transpro Transpro Modine Modine Transpro Transpro Shareholders Shareholders Shareholders Shareholders Shareholders Shareholders Shareholders Shareholders 54% 100% 46% 100% 100% Modine Modine $17 million New New Company Company Man
Slide 7: New Company Leadership Team
New Company Leadership Team • Management team led by current Transpro CEO Charles E. Johnson – Provides 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 ou
Slide 8: 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
Slide 9: 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® (1), NRF®, Mexpar®, and AirPro® brands • Expan
Slide 10: Compelling Merger Rationale
Compelling Merger Rationale • The combined Company would have an improved cost base and capital structure to be successful in today’s aftermarket industry • Anticipated benefits of increased scale – Increased geographic, distribution, and customer reach – Increased brand and product breadth – Increa
Slide 11: New Company Financial Highlights
New Company Financial Highlights • Improved profitability – Substantial synergy benefits – Expected to be 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 integration period • Identifi
Slide 12: New Company Financial Highlights (cont'd)
New Company Financial Highlights (cont’d) • The combined Company would have an improved balance sheet and financial flexibility – Debt reduced by the proceeds from sale of heavy duty OE business and the application of net cash contributed with Modine’s Aftermarket business – Debt-to-capitalization r
Slide 13: Heavy Duty OE Business Acquisition
Heavy Duty OE Business Acquisition • Enhances Modine’s OE strategy and sales to the commercial vehicle market • $17 million purchase price – Over $45 million in sales • Strong fit with Modine’s existing heavy duty business • Synergy and expansion opportunities over time • Expected to be immediately
Slide 14: About Transpro's Heavy Duty OE Business
About Transpro’s Heavy Duty OE Business • Manufactures aluminum charge air coolers and copper/brass radiators • Products sold to the heavy duty, military, motor home, specialty truck, bus and power generation industries • Approximately 150,000 square foot facility located in Jackson, Mississippi and
Slide 15: Heavy Duty OE Business Key Customers
Heavy Duty OE Business Key Customers 15
Slide 16: Creating Value for Modine Shareholders
Creating Value for Modine Shareholders • Provides Modine’s shareholders with the opportunity to realize value of two pure play companies – Modine focused on the OE market – Combined Company focused on the aftermarket • Transaction structure believed to be the best alternative to maximizing value for
Slide 17: Q&A
opine Q&A 17
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