Item 2.01.
Completion or Disposition of Assets.

On March 1, 2024, Modine Manufacturing (Canada) Ltd. (the "Purchaser"), a wholly-owned subsidiary of Modine Manufacturing Company ("Modine"), completed its acquisition from Olympic International Agencies Ltd. (the "Seller Parent") of all of the issued and outstanding shares in the capital of Scott Springfield MFG Inc. (the "Corporation") pursuant to the Share Purchase Agreement (the "SPA") dated as of February 23, 2024, by and among the Purchaser, the Seller Parent and Modine. As a result of the transaction, the Corporation is a wholly-owned subsidiary of Purchaser.

The aggregate purchase price paid by the Company to the Seller Parent was $257.0 million (CDN), or approximately $191 million (US), on a cash-free, debt-free basis. A portion of the consideration will be held in escrow pending certain post-closing working capital adjustments and to satisfy any indemnification obligations on the part of the Seller Parent under the terms of the SPA. Modine funded the purchase price with a combination of cash on hand and from its existing credit facility.

Other than in respect of the transaction described above, there existed no material relationship between Seller Parent and Modine or any of its affiliates, directors or officers, or any associate of such persons.

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Modine Manufacturing Company published this content on 04 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 March 2024 11:09:43 UTC.