Modine's Aftermarket Spin-Off Named U.S. Middle Market Deal of the Year
RACINE, Wis.--Dec. 8, 2005--Modine Manufacturing Company , a diversified world leader in heating and cooling solutions, announced today along with its investment bankers, Robert W. Baird & Company (Baird), that the Modine spin-off of its Aftermarket Business and the simultaneous merger of that business with Transpro (AMEX:TPR) to form a new company called Proliance International (AMEX:PLI) won two awards from The M&A Advisor. The transaction received the top award, U.S. Middle Market Deal of the Year, and also won the Manufacturing - Industrial Deal of the Year award at The 4th Annual M&A Advisor Awards held at the New York Athletic Club in New York on December 5.Modine engaged Baird in late 2003 to evaluate divestiture options for its Automotive Aftermarket Division. Baird recommended and initiated a merger of the Aftermarket Business with Transpro, structured as a "Reverse Morris Trust" eligible transaction. The transaction involved the spin off of the Aftermarket business to the shareholders of Modine, with the immediate merger of that business with Transpro to form Proliance. This structure allowed the combination to be tax-free to shareholders. In addition, Modine also purchased Transpro's Heavy Duty Original Equipment operation prior to the Aftermarket merger.
"We looked at multiple solutions and this was clearly the best option for our shareholders. We appreciate the high quality support we received from Robert W. Baird, Quarles & Brady, our outside counsel, and Ernst & Young, our tax advisor," said Brad Richardson, Modine Vice President, Finance and Chief Financial Officer.
The transaction has allowed Modine to concentrate on the Original Equipment market and Proliance to focus solely on the Aftermarket. "It is the best solution for all involved, including employees from both companies, allowing Modine to concentrate on what we do best and providing Proliance with synergies to more effectively compete in the Automotive Aftermarket," Jim Rulseh, Modine Group Vice President said.
The M&A Advisor award winners were judged on the importance of the transaction to its industry, the creativity involved in the structure of the transaction and transaction difficulty.
About Modine
Founded in 1916 and with projected fiscal 2006 revenues from continuing operations of approximately $1.6 billion, Modine specializes in thermal management systems and components, bringing highly engineered heating and cooling technology and solutions to diversified global markets. Modine products are used in light, medium and heavy-duty vehicles, HVAC (heating, ventilating, air conditioning) equipment, industrial equipment, refrigeration systems, fuel cells, and electronics. Based in Racine, Wisconsin, the Company has more than 8,200 employees at 35 facilities in 15 countries worldwide. For information about Modine, please visit www.modine.com.
About Baird
Baird, established in 1919, is an employee-owned international capital markets, private equity, and wealth and asset management firm with offices in the United States, Europe and Asia. Baird's principal operating subsidiaries are Robert W. Baird & Co. in the United States and Robert W. Baird Group Ltd. in Europe. Baird also has an operating subsidiary in Asia supporting Baird's private equity operations. For more information, please visit Baird's Web site at www.rwbaird.com.