Exhibit 99.2
[TRANSPRO LOGO OMITTED]
FOR: TRANSPRO, INC.
CONTACT:
Richard A. Wisot
Chief Financial Officer
(203) 859-3552
FOR IMMEDIATE RELEASE
Financial Dynamics
Investor Relations: Christine Mohrmann,
Eric Boyriven
(212) 850-5600
TRANSPRO AND MODINE AFTERMARKET TO FORM NEW COMPANY
TRANSACTION TO CREATE LEADING MANUFACTURER AND SUPPLIER OF HEATING AND COOLING
COMPONENTS AND SYSTEMS TO THE AUTOMOTIVE AND HEAVY DUTY AFTERMARKETS
NEW HAVEN, CONNECTICUT, October 29, 2004, Transpro, Inc. (AMEX: TPR) today
announced the signing of a letter of intent with Modine Manufacturing Company
(NYSE: MOD) that sets forth the terms of a proposed merger of Modine's
aftermarket business into Transpro in an all-stock transaction to form a new
Company. As part of the transaction, Modine will acquire Transpro's heavy duty
OEM business for cash. Transpro is a manufacturer and supplier of heating and
cooling components and systems, and Modine specializes in thermal management
systems and components.
TRANSACTION SUMMARY
Under the letter of intent, Modine would spin off its aftermarket business on a
debt-free basis to its shareholders and the resulting Company would immediately
be merged into Transpro. Each step of the transaction is expected to be tax-free
to the shareholders of both companies. In the merger, Transpro would issue 8.8
million common shares to Modine's shareholders, who would, as a result, hold 54%
of the new Company's shares. Transpro's current shareholders would own 46% of
the new Company's 16.3 million shares outstanding. Transpro would concurrently
sell its heavy duty OEM business to Modine for $17 million in cash.
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TRANSPRO AND MODINE AFTERMARKET TO FORM NEW COMPANY PAGE 2
The new Company will be governed by a ten-member Board of Directors, which will
include six members of Transpro's existing Board and four members that will be
selected by Modine. One of Transpro's current outside directors will serve as
chair of the new Company's Board of Directors. Charles E. Johnson, Transpro's
CEO, will serve as the new Company's CEO.
The letter of intent has been approved by Transpro's Board of Directors. The
closing is subject to the negotiation of definitive documentation, shareholder
and regulatory approvals, and customary conditions. The parties expect to sign
definitive documentation during the fourth quarter of 2004 and to close the
transaction during the first quarter of 2005. Because of the foregoing
conditions and other factors, there can be no assurance that the transaction
will be completed, or as to its ultimate timing or terms.
TRANSACTION BENEFITS
Transpro believes that the merger offers significant potential benefits to both
parties' customers, employees and shareholders by creating a strategically and
financially stronger company.
- - EXPANDED INTERNATIONAL COMPETITIVE POSITION. Combining the two companies'
established manufacturing and distribution footprints enhances their
ability to compete on an international basis and to serve an expanded
customer base throughout North America, Latin America, and Europe.
- - BROADER TECHNOLOGY, PRODUCT, AND BRAND PORTFOLIO. The merger will combine
the innovative technologies and product lines and established brands of
both companies, enabling the new Company to remain at the forefront of
aftermarket heat transfer product development and to provide a broader
range of top quality products with respected brands to its customers.
- - IMPROVED BALANCE SHEET AND FINANCIAL FLEXIBILITY. The new Company will
have a conservative leverage profile and substantial liquidity resources
that will provide financial flexibility during the critical 12- to
18-month integration process. The new Company's debt-to-capitalization
ratio is expected to improve to 20% from Transpro's current ratio of 50%.
- - SIGNIFICANT SYNERGY OPPORTUNITIES. The new Company will have significant
opportunities for improved financial performance through identified
synergies. The benefits are expected to come from facility
rationalization, manufacturing efficiencies, and improved material
sourcing. It is expected that at least $20 million of recurring full-year
synergy benefits will be generated once the integration process is
complete. Additional cost savings are also being targeted.
The new Company, which will have net sales in excess of $400 million, is
expected to be profitable in the first year of the combination before
restructuring charges, which are expected to total $10 million to $14 million
over the 12- to 18-month integration period. The new Company's debt level will
be reduced, compared to Transpro's current debt level, through the merger by the
application of cash in Modine's aftermarket business and the proceeds from the
sale of Transpro's heavy duty OEM business. As a result of the reduced debt
level and the contribution of Modine's aftermarket business to the merger on a
debt-free basis, the new Company will be well capitalized and is expected to
have significantly improved borrowing capacity at the time of the merger.
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TRANSPRO AND MODINE AFTERMARKET TO FORM NEW COMPANY PAGE 3
Transpro expects to be the acquirer for purchase accounting purposes, which
could result in the realization of negative goodwill and a related extraordinary
gain in the year the transaction closes. Additionally, the new Company will
benefit from a gain on the sale of the heavy duty OEM business in the year the
transaction closes.
EXECUTIVE COMMENTS
Mr. Johnson, Transpro's CEO, said, "The combination of these two well respected
businesses assures that the new Company will have the operational scale and
financial flexibility required to compete internationally and positions it to
focus on the aftermarket segment of the industry. These benefits will provide
long-term growth opportunities for our employees and shareholders and even
better service to our customers. At the same time, we are proud of the
achievements of our heavy duty OEM business and are pleased to have aligned it
with a new business partner that is fully focused on this heat transfer market
segment."
ADDITIONAL INFORMATION
- - SEC FILINGS. Transpro has posted additional information about the
transaction on its website (www.transpro.com) and is filing that
information with the SEC.
- - ADVISORS. Wachovia Securities is acting as financial advisor and Jones Day
is providing legal counsel to Transpro. Robert W. Baird & Co. Incorporated
is acting as financial advisor and Quarles & Brady LLP is providing legal
counsel to Modine.
- - CONFERENCE CALL. Transpro will hold a conference call to discuss the
transaction, which will be simultaneously broadcast live over the Internet
with an associated slide presentation. Charles E. Johnson, President and
Chief Executive Officer, and Richard A. Wisot, Chief Financial Officer,
will host the call.
FRIDAY, OCTOBER 29, 2004
11:00 A.M. EDT
10:00 A.M. CDT
9:00 A.M. MDT
8:00 A.M. PDT
A replay of the call will be available beginning approximately two hours
after the call ends until Friday, November 5, 2004 at 11:59 P.M. EST. The
replay number is (800) 642-1687 and the pass code is 1921203.
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To access the webcast live over the Internet, please go to:
http://phx.corporate-ir.net/phoenix.zhtml?p=
irol-eventDetails&c=63902&eventID=961859
or access the webcast link on the Company's homepage at:
http://www.transpro.com
Please allow 15 minutes prior to the call to visit the sites to download
and install any necessary audio software. Approximately one hour after the
call ends, the archived version of the conference call may be accessed at
these sites through Friday, November 5, 2004 at 11:59 P.M. EST.
TRANSPRO, INC. is a leading manufacturer and distributor of aftermarket and OEM
heat transfer and temperature control products for automotive and heavy duty
applications.
TRANSPRO, INC.'S STRATEGIC CORPORATE VALUES ARE:
o Being An Exemplary Corporate Citizen
o Employing Exceptional People
o Dedication To World-Class Quality Standards
o Market Leadership Through Superior Customer Service
o Commitment to Exceptional Financial Performance
FORWARD-LOOKING STATEMENTS
Statements included in this news release which are not historical in nature are
forward-looking statements under the U.S. securities laws. These statements
inherently involve risks and uncertainties and actual future results may differ
from those expressed or implied in these statements. These differences could be
material. Factors that could cause or contribute to such differences include,
but are not limited to, (1) the possibility that the companies may not be able
to agree to definitive transaction documents, (2) the possibility that
conditions to the transaction, including stockholder or regulatory approvals,
may not be satisfied, (3) problems arising in the integration of the respective
businesses, (4) unexpected costs relating to the transaction, (5) the businesses
suffering as a result of uncertainty surrounding the transaction, (6) general
market perception of the transaction, (7) the effect of any changes in customer
and supplier relationships and purchasing patterns, (8) the ability to retain
key personnel, (9) other uncertainties and matters beyond the control of
management of the companies, and (10) other risks detailed in the periodic
filings filed by Transpro and Modine with the SEC. Neither Transpro nor Modine
assumes any obligation, and each expressly disclaims any duty, to update
information contained in this news release except as required by law. Transpro
intends to file with the SEC a registration statement on Form S-4 that will
include a prospectus and proxy/information statement and other relevant
documents in connection with the proposed transaction. Investors and security
holders of each company are urged to read the prospectus and proxy/information
statement and other relevant materials when they become available because they
will contain important information about Transpro and Modine and the proposed
transaction. Investors and security holders may obtain a free copy of these
materials (when they are available) and
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TRANSPRO AND MODINE AFTERMARKET TO FORM NEW COMPANY PAGE 5
other documents filed with the SEC at the SEC's website at www.sec.gov. In
addition, the documents filed with the SEC by Transpro may be obtained free of
charge by directing such requests to Transpro, Inc., Attention: Investor
Relations, 100 Gando Drive, New Haven, CT 06513, or from Transpro's website at
www.transpro.com. The documents filed with the SEC by Modine may be obtained
free of charge by directing such requests to Modine Manufacturing Company,
Attention: Investor Relations, 1500 DeKoven Avenue, Racine, WI 53403, or from
Modine's website at www.modine.com. Transpro, Modine, their respective executive
officers and directors and certain members of management may be deemed to be
participants in the solicitation of proxies from Transpro stockholders with
respect to the proposed transaction. Information regarding the interests of
these officers and directors in the proposed transaction will be included in the
prospectus and proxy/information statement. This press release will not
constitute an offer to sell or a solicitation of an offer to buy any security
and will not constitute an offer, solicitation or sale in any jurisdiction in
which such offering would be unlawful.
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