Modine To Acquire Remainder Of Brazilian Company

Posted on April 20, 2006

Modine Manufacturing Co. said it has reached a tentative agreement to acquire the 50% of Radiadores Visconde it does not already own. Radiadores Visconde generated approximately $80 million in revenues in its fiscal year ended December 31, 2005. Modine has agreed to pay approximately 3.6 times earnings before interest, taxes, depreciation and amortization (EBITDA) subject to certain performance goals. No definitive closing date was announced, but Modine said in an announcement that the companies “intend to move expeditiously and in good faith towards the finalization and execution of a definitive agreement, and the closing of the transaction.”

Radiadores Visconde, established in 1963 and based in São Paulo, Brazil, supplies thermal management systems to the automotive, truck, agricultural and construction equipment and industrial application markets, as well as the automotive aftermarket for export and for distribution throughout Brazil. With nearly 1000 employees, it manufactures a wide array of modules and heat exchangers for original equipment manufacturers (OEMs) including radiators, charge-air coolers and oil coolers.

“This move fits squarely into our stated geographic diversification goal of expanding our manufacturing footprint in lower-cost, emerging growth areas,” said David B. Rayburn, Modine president and CEO. “We’ve been very pleased with the relationship we’ve developed with the management team and the customers - both regional and global - since we made our initial investment in 1998. This acquisition further strengthens the company, as we follow our global customers to more geographic regions.”