EXHIBIT 99.2
NEWS RELEASE
Release Date: Immediate Modine Manufacturing Company
1500 DeKoven Avenue
Contact: Gerald J. Sweda Racine, Wisconsin 53403-2552
Telephone: (262) 636-1361
Modine enters electronics-cooling market through acquisition of Thermacore
RACINE, Wis., Dec. 14, 2000 -- Modine Manufacturing Company (Nasdaq:
MODI) has agreed to acquire Thermacore International, Inc., a privately-
held corporation based in Lancaster, Pa., that provides advanced thermal
solutions for the electronics industry.
The total transaction is valued at $110 million, including
approximately $93.5 million for Thermacore common stock and Modine's
assumption of about $16.5 million in Thermacore liabilities. The
transaction will be accounted for as a pooling of interests of the two
companies and is expected to be accretive to earnings in Modine's next
fiscal year, which ends March 31, 2002. Pending regulatory approval and
the approval of Thermacore shareholders, the closing date is anticipated
to occur in early 2001.
"Modine is positioning the company by leveraging its expertise in
thermal-management technology to take advantage of expanding opportunities
in new, high-growth markets," said Donald R. Johnson, Modine president
and chief executive officer. "Modine's strengths include technology,
manufacturing expertise, and a reputation for high-quality products and
service. Our strategy is to capitalize on these strengths in new markets
that provide a broader revenue base and good, long-term, growth prospects
as well. This immediate growth opportunity in the electronics-cooling
industry complements our recently announced development work on CO2
(carbon dioxide) air-conditioning systems and on thermal management of
fuel cells."
"Modine and Thermacore share a specialization in thermal management,
with each company solving critical problems in different industries," said
L. Ronald Hoover, Thermacore's chairman, chief executive officer, and
president. "Additional value should result when the companies' strengths
and valuable intellectual property are shared across markets. Together,
we'll give customers a broad spectrum of electronics-cooling solutions,
including heat pipes, heat sinks, liquid cooling, refrigeration, and
phase-change materials."
Thermacore, founded in 1970, has projected revenues for the 12-month
period ending March 31, 2001, to be approximately $60 million, an increase
of 70 percent over a similar period in the prior year. Sales growth has
averaged 41 percent over the company's prior three fiscal years ended
June 30. Thermacore has 358 employees worldwide and operates production
facilities at: Lancaster; Guymas, Sonora, Mexico; Ashington, Northumberland,
U.K.; Taipei, Taiwan; and Inchon City, Korea.
"Thermacore designs, develops, and manufactures highly sophisticated,
thermal-management products for equipment in computer, telecommunications,
networking, and power-semiconductor markets and is widely recognized as a
leading thermal-management technology company in the industry," said
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Anthony C. DeVuono, Modine vice president of technical services. " The
company's offerings include advanced heat sinks, heat pipes, heat exchangers,
and customized solutions involving combinations of thermal products in
varying configurations. Its customers include top electronics original-
equipment manufacturers (OEMs).
"New technologies, miniaturization, and increasingly sophisticated
electronics are generating unprecedented levels of heat," DeVuono continued.
"This increased heat is fast becoming a constraint to future technological
advancement in electronics and is driving OEMs to seek more-efficient,
higher-technology, thermal-management solutions. Thermacore's products
are critical, enabling solutions for this rapidly growing problem in
the industry."
To enhance the free exchange of technology between the two businesses,
Thermacore will be run as a wholly owned subsidiary of Modine with its own
board of directors.
"Modine will leverage both companies' expertise to focus on innovative
and cost-effective solutions," Johnson said. "Combined, we are well-
positioned to serve the large, electronics OEMs who are looking for partners
who have the proper technological expertise, financial strength, and large-
scale, global manufacturing capabilities.
These and other forward-looking statements about sales and operations
involve risks and uncertainties, as detailed on page 17 of Modine's Annual
Report to shareholders.
With sales of more than $1 billion, Modine has operations in 18
countries and employs about 8,100 persons worldwide. Modine specializes in
thermal management, bringing technology to diversified markets. Core markets
include: powertrain cooling of internal combustion engines, vehicular and
building HVAC (heating, ventilating, air-conditioning), and various
industrial and refrigeration markets. Modine is on the Internet at
www.modine.com and Thermacore is at www.thermacore.com.
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