Filed by Transpro, Inc. pursuant to Rule 425 under the Securities Exchange Act of 1933, as amended, and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Modine Aftermarket Holdings, Inc., a wholly owned subsidiary of Modine Manufacturing Company Commission File No.: 1-13894 This following is a transcript of an investor presentation given by Transpro, Inc. on October 29, 2004. Operator: Good morning. My name is (Nikia) and I will be your conference facilitator. At this time I would like to welcome everyone to the Transpro, Incorporated Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer period. If you would like to ask a question during this time, simply press star then the number 1 on your telephone keypad. If you would like to withdraw your question, press star then the number 2 on your telephone keypad. I will now turn the call over to Mr. Eric Boyriven of Financial Dynamics. Sir, you may begin. Eric Boyriven: Good morning. This is Eric Boyriven of Financial Dynamics and I'd like to welcome you to today's conference call hosted by Transpro, Inc. Please note that this presentation will reference slides posted on the Transpro Web site. Before we begin I'd like to direct your attention to and urge you to read the slide entitled "Safe Harbor Statement" which includes certain cautionary statements. Let me remind you that statements including - included in this call 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 their statements. These differences could be material. I would now like to turn the call over to (Charlie) Johnson, CEO of Transpro, Inc. Please go ahead sir. Charles Johnson: Thank you and good morning everyone. Thank you for joining us today for a discussion of our press announcement released earlier today. As you know, this release describes the signing of a Letter of Intent to merge the aftermarket division of Modine Manufacturing Company into Transpro to form a new company, along with the simultaneous sale of Transpro's heavy duty OEM unit to Modine. This transaction brings together two well-respected businesses serving the automotive and heavy duty aftermarket for heat transfer and temperature control components, as well as thermal management systems. In an exciting and transformational event that will benefit our customers, our shareholders, and our associates. Although I am sure you have all seen the release, let me recap for you the terms of the proposed transaction which are reflected in the slide titled "Transaction Synopsis." Modine will spin off its aftermarket business on a debt free basis to its shareholders, and the resulting company would be merged into Transpro. Upon the completion of the transaction, Modine shareholders will own approximately 54% and Transpro stockholders approximately 46% of the merged entity. The spin-off and merger are anticipated to be a tax-free transaction to Modine and its shareholders, and the merger is expected to be a tax-free transaction for Transpro shareholders. At the same time, Transpro will sell its heavy duty OEM business unit to Modine for $17 million in cash. The spin-off merger and sale of the OEM business are subject to signed definitive agreements and applicable regulatory and shareholder approvals. Please turn to the slide entitled "New Company Leadership Team." I'm very pleased to say that the combined company will feature the combined experience, depth, and depth of two companies that many - with many, many years of serving the automotive and heavy duty aftermarket. This group is deep in both market knowledge and implementation skills, having lived through many business transformations over the years. We will also have a strong board of directors consisting of ten members. Four will be drawn from Modine and six from Transpro's current board. The Chairman of the new board will be selected from existing Transpro outside directors. For those of you who are not familiar with Transpro, the next slide entitled "Transpro Today" will provide background on the company. Transpro is a leading manufacturer and supplier of heat transfer and air conditioning products for the automotive and light truck aftermarket, as well as the heavy duty OEM and aftermarket segments. Our portfolio of brands includes Ready-Rad Radiators, Ready-Aire Heater Cores, and Ready-Aire Temperature Control Products. Customers include a broad range of North America's largest automotive parts retailers, car part sellers, radiator shops and warehouse distributors. Transpro, with around 1,700 associates in the United States and Mexico, has a well-established distribution presence in North America, with manufacturing facilities in the U.S. and Mexico, as well as worldwide sourcing relationships. As we look forward, it is important to note that we consider this to be a merger of equals. It is in our mutual best interest to gain every possible benefit from the capabilities and experience of both entities as we look to the future. The next slide entitled "New Company Tomorrow" provides a brief profile. Clearly with the financial strength brought by the transaction, the companies will be far stronger together than apart, and better able to compete on an international basis in the highly competitive markets we face every day. The merger will combine the innovative technologies, product lines, and established brands of both companies, bringing the highly respected Modine, NRF, Mexpar and AirPro brands to complement the ones I mentioned earlier. This will enable the new company to remain at the forefront of aftermarket heat transfer product development and provides a strong foundation on which to offer an expanded portfolio of high quality products to its customers. We will have well-established proof and manufacturing and distribution facilities, enhancing our ability to compete and serve an expanded customer base throughout North America, Latin America and Europe. At the same time we see opportunity for significant synergies among various aspects of the businesses. This brings us to the next slide entitled "Compelling Merger Rationale." The new combined company will benefit from improved economies of scale with increased geographic coverage and customer reach complemented by the recognized brands and products I described earlier. The improvements to the new company's balance sheet that come with this deal will provide financial strengthening to address a significant level of identified and achievable synergies. We expect to achieve annual cost reductions in excess of $20 million after our restructuring period, which is expected to span 12 to 18 months after the deal closes. Our principle focus, assuming completion of the transaction, will be on providing continued outstanding service to our customers while successfully unlocking the benefits of this exciting combination. We expect to generate our savings principally from facility rationalization, manufacturing efficiencies and improved material sourcing. The next two slides entitled "Financial Highlights" provide additional high level detail. We expect that pro forma combined revenue will be in excess of $400 million and that the new company will be profitable in its first year -- which would be 2005 -- before restructuring costs, assuming that the deal closes in early 2005. The integration and transaction related costs are expected to be approximately $10 to $14 million, most of which will be addressed during the 12 to 18 month restructuring period. The new company will have a strong balance sheet, reflecting an improved debt to capitalization ratio from Transpro's 50% today to 20% with the new company at close. This will be achieved by the application of the debt free assets, including cash, that are being contributed with the Modine aftermarket business, along with the proceeds from the sale of the Transpro heavy duty OEM business unit to Modine. Transpro expects to be the acquirer for purchase accounting purposes, which could result in the realization of negative good will and a related extraordinary gain in the year the transaction closes. The sale of the OEM business will also provide a book gain in the year the transaction closes. This transaction is expected to provide improved access to capital markets and reduce the new company's borrowing cost. The sale of the heavy duty OEM business to Modine will provide a strong business partner that is fully focused on the OEM market place. This will give Modine enhanced opportunity for growth in these markets utilizing the innovative products and capabilities that have been developed by our team over time, including the ULTRASEAL Charge Air Cooler and others. In conclusion, we believe this potential merger is a unique opportunity for each company and its respective shareholders. We have substantially completed our due diligence work and are moving to the final negotiation of definitive agreement which we expect to complete in the fourth quarter of 2004, as well as detailed integration plans, so we'll be ready to move forward at the appropriate time. The transaction is expected to close in the first quarter of 2005, assuming that all necessary regulatory approvals and business agreements are completed in the applicable time frame. In short, we believe the benefits of this merger are compelling. We have a mutual opportunity to build a company of substance, which can build shareholder value much more effectively than individual business could have on their own. For the combined associates of the new company, this deal will signal a new opportunity to build a new industry leader. Together, as an expanded team, we will address this opportunity with the enthusiasm, with the values, and with the integrity which have become and been our beacon to this point. As we often say, we will be successful together. In that context, I would be remiss if I did not recognize the contributions of all the Transpro associates who have worked so diligently to help us achieve the opportunity to address this new business venture, as well as our shareholders, directors and financial partners who made our efforts possible. Also, I salute the leaders at Modine who share this vision which helped bring us to this point. Before we go into the Q&A session, please be aware that I may not be able to answer all your questions due to Securities laws restrictions as well as the status of the transaction. However, we will be providing additional information as the transaction progresses. Operator, let's now open the call for questions. Operator: At this time I would like to remind everyone, in order to ask a question, please press star then the number 1 on your telephone keypad. To withdraw your question, press star then the number 2. We'll pause for just a moment to compile the Q&A roster. Your first question is from David Siino with Gabelli & Company. David Siino: Good morning, (Charlie). Congratulations. Charles Johnson: Thank you David. Good morning to you. David Siino: A few questions, starting with the cost savings. If you can give me a timetable, the 10 - well, first of all, the $10 to $14 million, is that cash restructuring charges? Charles Johnson: For the most part it will be, David. There will be some minor amounts of asset write-offs as part of that, but for the most part it will be various changes that will require cash support. David Siino: And will that all come in year one? Charles Johnson: Most of it will come in year one. However, some of it we'll scratch out through the entire period. Some portions of it - some small portions - will also stretch beyond the period that we quoted, but it will be relatively minor compared to the first year. David Siino: And did you say that... Charles Johnson: Excuse me, David. Our objective, of course, is to move through the period of generating synergies as quickly as we can. David Siino: Okay, and those $20 million of synergies, would you say those will come within the first 18 months? Charles Johnson: Yes. We will be at that kind of rate within the 18 month period. David Siino: Okay. And secondly, if you could just tell me what the combined market share of Modine and Transpro is, either radiator or heater portions. Charles Johnson: Unfortunately, I can't share that information at this point in time David, but I think there are any number of public documents out there that have the various forecasts of market share by the various competitors. David Siino: Okay, thank you very much. Charles Johnson: You bet. Operator: Your next question is from David Cohen with Athena Capital Management. David Cohen: Good morning guys. I'm not much for saying congratulations on these calls, but in this case, congratulations. Charles Johnson: Thank you so much David. We appreciate it. David Cohen: I guess I have two questions. First of all, how did you go about pricing this deal? Specifically, are we to conclude that you feel that the OEM piece of the business that you're selling for $17 million -- or whatever the number is -- that that's its value, or is some of the value that we would have received from selling that embedded in the exchange ratio with regard to how much of the combined aftermarket company we got? Charles Johnson: Sure David, that's an interesting question. Well I think you have to first of all say that the context of any deal is the context of the total deal, and I think that's always important to take into consideration. I think whenever you go out and look at the price of any entity that you take to the market, you have to consider all the factors. You would consider things like the historic performance of the business. You would consider the future prospects, the level of commitment of customers and contracts going forward. Just a broad variety of different things in order to come up with the valuation. And we certainly try to do that as we've looked at the various pieces of this total transaction and I think that while we need to take the heavy-duty portion of the transaction in the context of the total deal, we try to also look at the performance of that business and its history as we came up with the value or we concluded on this value. David Cohen: Okay. I'll just follow that up with one more question and then I'll leave you alone since I don't get to spend (unintelligible) anymore than this. In terms of any - is there a fairness opinion? Charles Johnson: It - the transaction would have a fairness opinion, yes. David Cohen: But in composite, not each piece, correct? Charles Johnson: Generally speaking, that's correct. David Cohen: Fair enough. The second question is with regards to anti-trust. Charles Johnson: Yes. David Cohen: Do you foresee any issues, any Hart-Scott-Rodino issues and have you had any specific conversations with anti-trust lawyers about that? Charles Johnson: Well, we always are - we always take these things very seriously. And as we've said, this transaction is subject to all the governmental regulations and approvals. We've certainly talked with our attorneys and gotten appropriate advice to bring us to this point. We think this is an appropriate move in our marketplace. We think it's fully supportable given the status of the market, given its history over the last few years, and the trends that are in it. And we will certainly argue strongly that this is a transaction that should go forward. So beyond that, it's hard for me to comment. David Cohen: Okay. Thank you. Charles Johnson: Thank you, David. Operator: Your next question is from Bruce Baughman with Franklin Advisory Service. Bruce Baughman: Can you hear me? Charles Johnson: Yes, hi, Bruce. Bruce Baughman: Hi. Congratulations. It sounds like a creative way to solve a lot of problems. Charles Johnson: Thank you very much, Bruce. Bruce Baughman: I just have a lot of odds and ends of questions. One is does the Modine (piece) come with pension and close retirement obligations? Charles Johnson: The - that's certainly a good question. Effectively, it comes with the people that come with that business; for the most part, the people that are on - that are coming to the new company with the aftermarket will be put on to our benefit programs. That varies across the entire company but we do not see any overhang or overlap issues at this point that create any concern for us. Bruce Baughman: Well, the people will come with vested benefits, I would think, right? Charles Johnson: Most likely what will happen is that those things will be basically frozen and they - the people - it will be frozen for the time the transaction happens. And then the people will come on to our systems and benefit systems as soon as they become employees of the new company. Bruce Baughman: But do they come with a prior obligation to you or is the legacy obligation... Charles Johnson: No. Bruce Baughman: ...funded by Modine? Charles Johnson: No, that's not the case. They don't come with an obligation of that sort. Bruce Baughman: Okay. So the - what I would call the legacy obligation to those people is fully funded in effect. Charles Johnson: That's correct. Bruce Baughman: Okay. And then will there - can you project what the debt to capital will work out to be after the anticipated restructuring charges and the efficiency initiatives? Charles Johnson: We haven't published that information yet but I believe you'll find it to be favorable. Bruce Baughman: Favorable relative to what? I'm not sure what you mean. Charles Johnson: Favorable relative to our current debt to capitalization ratio. Bruce Baughman: Okay. And then will there be any effect on Transpro's tax valuation reserve? Charles Johnson: Well, other than the fact that the gain that we have that we would be achieving on the OEM business would certainly be applicable to that reserve. Bruce Baughman: Okay. So that - in other words, that would go into the taxable income for the period it's realized? Charles Johnson: It would - yeah... Bruce Baughman: And be subject to offset? Charles Johnson: That's correct. Bruce Baughman: Okay. Charles Johnson: It will offset the tax at that - during that period. Bruce Baughman: Okay. And if you don't mind, could you briefly explain how the gain on the negative goodwill works? Charles Johnson: Well, it's a little complex and I would suggest that you may want to do a little research on the Internet to get the exact details of that. But basically, the way it works is that if the valuation of the assets that we are getting is greater than the relative stock value as measured at the value of our stock price and the number of shares that have been given for the other assets, if there is a positive difference between those two, in other words, the assets are greater than the stock value at today's - or the date of the transaction, then the difference between those two is effectively negative goodwill. As you can appreciate it would be positive goodwill if you pay more... Bruce Baughman: Right. Charles Johnson: ...asset value. But negative goodwill is when you pay less than the relative net book asset value. And because of the way the transaction works and depending on our stock price, it is possible that some of that could be generated and that would effectively be, first, written off against the fixed assets of the assets that are being contributed to the company, and beyond that, it would become a gain in the period of the transaction. Bruce Baughman: Okay. Great. Thank you. Charles Johnson: Is that too complex? I hope not. Bruce Baughman: No, that's fine. ((Crosstalk)) Bruce Baughman: I was just curious. Okay. That's great. Thanks, Charlie. Charles Johnson: Okay. Thanks, Bruce. Operator: Your next question is from Dennis Scammell with Rutabaga Capital. Dennis Scammell: Good morning. Charles Johnson: Good morning, Dennis. Dennis Scammell: For somebody that isn't as familiar with the aftermarket business, can you at least say where that $400 million puts you relative to some of the other competitors? I don't think - you know, I've heard Delphi is beyond - you know, who are the major competitors? And does this make you the largest? Are you - this is number two? Can you size it at all for us? Charles Johnson: I'd be glad to. I'd be glad to talk about who the other players in the market are for a second but I think the relative sizes and so forth I think you'll probably want to go to some of the published reports and so forth that are available out there. Certainly, some of the people that play in this marketplace -- and you have to realize that our business really operates in several different sub-markets, and also since we're talking about an international scheme now, we're talking about operating in international markets which are all different. A couple of examples would be, in the U.S. market, the larger players or the big players would probably be people like Visteon and Delphi, a company called SPI out of Canada; and then a number of regional players who are substantial players out there as well. And that would apply to the automotive and live-truck segment of the business. When it comes to the temperature control side of the business, the largest player today would be the Four Seasons Division of Standard Motor Products... Dennis Scammell: Right. Charles Johnson: ...with a number of other players out there including Jordan Industries and various people who specialize in individual components as part of the overall air conditioning system. When you go to Mexico, there are a number of players in Mexico of which the Modine Mexpar aftermarket player is one; in Europe, certainly, (NRF) is the Modine operation there, and there are a number of other players including (Bayer), (Invalio), which would be two of the larger leaders, also (Hippadinso) is a player in several of these markets. In the U.S. market, popping back there for a second, (Invalio) and (Bayer) are also players in various segments of the market, perhaps a bit less in the aftermarket today but those things can change quickly and often do. So there are quite a few competitors in this business and because the business is spread out across a number of different product lines and across geographically now across a much broader palate, the truth is that there are quite a few competitors out there with fairly significant positions. Dennis Scammell: Good. That's a... Charles Johnson: However, we like the fact that this gives us that scope and ability to compete on an international basis. Dennis Scammell: Great. That's helpful. One, you know, one of the things that Modine has said historically is that, you know, geez, there - in the aftermarket business where they have, again historically, generated some pretty high returns, it has been just a very tough marketplace for the past several years; you know, it sounds like too much capacity and it also sounds like a lot of low price product coming in from Asia, China, and the rest of Asia. How would - how important is this transaction in kind of resolving some of the - it sounds like the structural issues in the market? Charles Johnson: Well, we have - we've said for some time that we felt that continued consolidation of the market was a probability if not a necessity. And I think when you look across the entire aftermarket, you've seen for automotive and heavy-truck components in North America, you've seen a tremendous amount of consolidation over time. The customer base has consolidated in ways that, when I was a kid, I probably wouldn't have expected it, and we have some large and dominant players. So I believe this is a very important move to posture us in the proper way to compete on a global basis. You're absolutely right that this market has become a global market. A tremendous amount of the product that is sold in North American today is produced overseas. We're certainly a - one of the players in having great relationships with supply partners in, certainly in the Pacific Rim and other places around the world. And we believe that the new company's size, scope, and balance sheet capabilities will help us to - and an opportunity to generate the synergies that we see - will help us deal with those pressures, those price pressures, and those competitive pressures, and help us to be a viable and profitable company as we go forward. Dennis Scammell: Yeah. Yeah. Great. Any places where you guys have substantial customer overlap where they might be looking to rethink their relationships? I know AutoZone is a big customer of you guys. But again, any place where you think your both kind of number one and number two with the customer and they might want to bring in a new number two? Charles Johnson: Typically, in our business, most of the major customers in this marketplace are sole source situations. They do that because the difficulty in serving or having multiple suppliers serve them is just way outweighed by the effectiveness and efficiencies as well as the relationships of product development and quick-to-market response that comes with one supplier. Dennis Scammell: Huh. Charles Johnson: So the good news about that is that we don't have a lot of overlapping issues and that our belief is that this is a transaction that can be found to be a good one for our customers because of that. Dennis Scammell: Great. And just - do you have a - what is the - what would be the number of plants in say North America -- U.S. and Mexico -- of the combined companies? And where do you think you would take that by, you know, in the restructuring? Charles Johnson: We haven't published that information at this point, Dennis, and I'd rather not comment on it at this point. I can tell you that we have extensive plant capabilities -- both companies do. And we have extensive branch distribution capabilities across North America as well as extensive distribution warehouse capabilities. And certainly as we look at the way we do business, they're going to be want to be sure that we can continue to serve our customers in the most effective way possible while reducing cost and that's going to be a very key issue and we'll be working through plans around those kinds of things as we move into the definitive agreement period of our - of this business transaction cycle. I did mention that we have - we believe there will be a reasonable level of restructuring costs as we look at the program over this 12 to 18-month period and that will certainly be reflected in a significant level of action to deal with the marketplace as we think it needs to be postured. Dennis Scammell: Gotcha. Okay. Fair enough. And then just a couple last things; I kind of remember listening to Modine that the - that, you know, they don't disclose what their aftermarket business is doing, although from, you know, the combined revenue figures, it sounds like up $220-$230 million in revenues. From a profitability standpoint, I think they've said it's been about breakeven to a slight loss, at least on an operating basis; I'm not sure about EBITDA. Can you talk at all - before the savings and so on about what the combined profitability of the - of NewCo is going to look like with $400 million in revenues. Charles Johnson: Well I think as we get closer to some of the formal document disclosures that we will be doing later on we'll be starting to deal with those things. And all we're willing to say today is that the - we expect that the business will be profitable in its first year of operation. Even before restructuring charges - even with all the things that will have to be going on. Dennis Scammell: Okay. Charles Johnson: So we think that is going to be a very good start given the history of businesses in the aftermarket. Dennis Scammell: Yes. Charles Johnson: Then we will build on that as we work our way through the good things that come with the restructuring program. Dennis Scammell: Great and it doesn't sound like any debt is coming with the assets. It's just... Charles Johnson: That's correct. Dennis Scammell: Maybe a little bit of cash and net working capital. Charles Johnson: That's correct. Dennis Scammell: Okay so pro forma debt we could take your debt and subtract, what, $17 million for the cash proceeds of OEM and come up with the debt figure? Charles Johnson: I'll bet that if you really put your pencil to it you could come up with a good estimate. Dennis Scammell: Okay I'm just trying to figure out whether or not I'm going to say anything. And then simplistically again it is roughly about $16 million of shares out after the transactions? Charles Johnson: That's about right. Dennis Scammell: Okay great. Hey thanks a lot. Charles Johnson: Absolutely Dennis thank you. Operator: Your next question is from Laura Thurow with Robert W. Baird. Laura Thurow: Good morning. Charles Johnson: Hi Laura how are you? Laura Thurow: Doing well thank you. Charles Johnson: Good. Laura Thurow: It sounds like a good transaction here and most of my questions actually have been answered. But just a couple of follow up questions. First on the synergies you talked about kind of a $20 million and mentioned central facility rationalization. Could you just put some color on some of the other activities that could lead to those synergies and cost savings? Charles Johnson: Well I think I mentioned earlier that we have a number of plants that produce the same sorts of products. We have a number of distribution centers that distribute the same things. We have a number of branches that sell the same sorts of products in the same geographic areas. And frankly in some cases it may be appropriate to have those units in place. However as with most deals and most restructuring programs we would have to look at all of those and be sure that we have the right capabilities in the right places. So a very important part of all this will be from that venue. In addition as the company that will be almost twice as large as the current company -- or either current company -- we think that there are a whole range of mutual material costs synergies and product design opportunities that will help us to reduce the total cost of our products. There are - there is a myriad of examples of product features and improvements that one may have and the other does not have. Which through this period of restructuring we will be able to look at and presumably to unleash. So I think that among the things I just talked about in addition to the whole idea of economies of scale which will come with producing more product - or sourcing more product I think those are the most important aspects of the savings we expect to generate. Laura Thurow: Great. And then just a clarification question - when you said you expect the combined new company to be profitable in year one is that on EBIT basis or on EBITDA basis. Charles Johnson: That is on EBIT. Laura Thurow: EBIT. And then to switch back here to the sale of the heavy-duty OEM business you mentioned that about $45 million in sales. Can you give us a sense of profitability of that business? Charles Johnson: Well actually I didn't mention the sales levels. But the company as we have published in our published reports has been profitable. As we talked about in our third quarter report the business has been performing very well. We had - we have some unique technology, which has allowed us to do so in recent times. And we believe that we have built a very substantive and capable niche player in the heavy duty segment of the business so that we do think that this business segment will be very attractive to Modine as it goes forward because of its unique technologies. So it is profitable. We provided in our normal public reports quite a bit of information about that profitability. And certainly in our quarterly SEC reports we provide additional information. Laura Thurow: Great and that is all I have for now, thank you. Charles Johnson: Thank you very much. Operator: At this time there are no questions. I would like to turn it back over to management for any closing remarks. Charles Johnson: Well I want to thank everyone for joining us today. It's an exciting time for everyone in our company. And as we look forward we believe it will be an exciting time for everyone in our expanded and combined company. I look forward to working with everybody as we go forward to make this an outstanding transaction. And we look forward to working with our shareholders to insure that we provide the sorts of returns and opportunity that everyone dreams of. So thank you very much for participating today - thank you. Operator: This concludes today's teleconference. You may now disconnect. END FORWARD LOOKING STATEMENTS Statements included in this communication 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 communication except as required by law. ADDITIONAL INFORMATION AND WHERE TO FIND IT: 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 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 communication does 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.