Gentherm and Modine Announce Details for Performance Technologies Merger

Gentherm and Modine Manufacturing Company have announced additional details regarding the anticipated combination of Gentherm and Modine’s Performance Technologies business. The transaction, which involves Modine spinning off the Performance Technologies business, is set to proceed through a reverse Morris Trust merger.

Modine has set the record date for the spin-off of the Performance Technologies business as the close of business on September 28, 2026. The distribution of SpinCo common stock to Modine shareholders is expected to occur on October 1, 2026. Immediately following the distribution, Platinum Gold Merger Sub Inc., a wholly owned subsidiary of Gentherm, will merge with SpinCo, completing the reverse Morris Trust transaction.

In connection with the transaction, Gentherm’s Board of Directors has declared a special cash dividend, estimated to be an aggregate of $58,350,533, or approximately $1.90 per share of Gentherm common stock. The dividend will be payable in cash on October 7, 2026, to Gentherm shareholders of record as of the close of business on September 28, 2026. Payment of the dividend is conditioned upon the closing of the Merger.

The merger agreement includes a mechanism for adjusting the exchange ratio to preserve the tax-free nature of certain aspects of the transaction for U.S. federal income tax purposes. The adjustment is expected to result in Gentherm issuing approximately 2,902,466 additional shares of Gentherm common stock in the Merger. To offset the value of the issuance of additional shares, the cash distribution to be paid by SpinCo to Modine prior to the Merger will be reduced from $210 million to $159 million. Gentherm will pay the special cash dividend of approximately $58,350,533 in the aggregate, or approximately $1.90 per share.

Based on the expected increase in the exchange ratio and the number of fully diluted shares of Gentherm common stock of 31,230,226 as of September 16, 2026, immediately after the Merger closing, Gentherm shareholders immediately prior to the closing are expected to own approximately 56.4% of the combined company, while the former holders of SpinCo common stock immediately prior to the closing are expected to own approximately 43.6% of the combined company.

Modine received a favorable Private Letter Ruling from the Internal Revenue Service regarding the U.S. federal income tax consequences of the transaction. At Gentherm’s special meeting of shareholders held on September 10, 2026, shareholders approved the issuance of shares of Gentherm common stock in the Merger and an amendment to Gentherm’s Articles of Incorporation to increase the number of authorized shares of Gentherm common stock.

The closing of the transaction is subject to the satisfaction or waiver of various conditions, including the consummation of the SpinCo financing, the continued validity of the Private Letter Ruling, Modine’s receipt of a solvency opinion, and the approval for listing on the Nasdaq Stock Market of the shares of Gentherm common stock to be issued in the transaction. If these conditions are not satisfied or waived, the distribution date may be postponed and a new record date for the SpinCo distribution may be set.

Gentherm, a global market leader in innovative thermal management and pneumatic comfort technologies, has more than 14,000 employees in facilities across 13 countries. In 2025, the company recorded annual sales of approximately $1.5 billion and secured $2.2 billion in automotive new business awards.

Modine, founded over 100 years ago, has solved the toughest thermal management challenges for mission-critical applications. Through the hard work of more than 13,000 employees worldwide, Modine’s businesses advance its purpose with systems that improve air quality, reduce energy and water consumption, lower harmful emissions, enable cleaner running vehicles, and use environmentally friendly refrigerants.