Modine Board of Directors Sets July 21 as Record Date for Aftermarket Business Spin Off
RACINE, Wis.--July 11, 2005--Modine Manufacturing Company , a diversified world leader in thermal management technology and solutions, announced today that its Board of Directors has set July 21, 2005 as the record date for the spin off of its Aftermarket business on a debt-free and tax-free basis to its shareholders and immediate merger of the spun off business into Transpro, Inc. (AMEX:TPR) to form a combined company to be named Proliance International, Inc.Under terms of the transaction, Modine shareholders will retain their shares in Modine Manufacturing Company and also will receive approximately 0.24 shares of Proliance International common stock for every 1 share of Modine common stock held as of the close of business on July 21st, the record date for the spin off. Upon the completion of the merger, Modine shareholders will own approximately 52% of Proliance International's common stock on a fully diluted basis, and Transpro's pre-merger shareholders will own the other 48%.
The merger, which is not subject to Modine shareholder approval, is subject to approval by Transpro stockholders, who will vote on it at Transpro's annual meeting scheduled for July 22, 2005, as well as the satisfaction of other customary closing conditions. Assuming receipt of Transpro stockholder approval and satisfaction of other closing conditions, the transaction is expected to be completed on July 22. The New York Stock Exchange has advised Modine that the ex-dividend date for Modine common stock is expected to be July 25, 2005, the first trading day after the closing date.
About Modine Manufacturing Company
Modine, with record fiscal 2005 revenues and operating cash flow of $1.5 billion and $156 million, respectively, specializes in thermal management systems and components, bringing heating and cooling technology and solutions to diversified global markets. The Company's products are used in light, medium, and heavy-duty vehicles, HVAC equipment, industrial equipment, refrigeration systems, fuel cells and electronics. Modine employs 9,400 people worldwide at 40 facilities. More information about Modine can be found at www.modine.com.
About Transpro
Transpro, Inc. is a leading manufacturer and distributor of aftermarket heat transfer and temperature control products for automotive and heavy-duty applications.