RACINE, Wis., (Nov. 2, 2004) — Modine Manufacturing Co. has agreed with Transpro, Inc. to spin off Modine’s aftermarket business on a debt-free basis and merge it with Transpro.

The transaction would create a new, publicly traded company with annual revenues of more than $400 million selling replacement radiators, radiator cores, charge air coolers, heaters, condensers and air conditioning components for automotive, truck and industrial applications primarily for North America and Europe.

The new company will focus on the aftermarket, offering product line breadth and depth, a strong distribution network, enhanced customer service offerings, broad technological and financial resources for future growth, and an improved credit profile.

As part of the deal, Modine will acquire Transpro’s heavy-duty original equipment business, including a plant in Jackson, Miss., for $17 million in cash. The business, which has annual sales of about $45 million, manufactures heat exchangers for the heavy-duty truck and industrial markets. The business will fit with Modine’s remaining businesses, which total annualized sales of approximately $1.4 billion.