Summary · why it matters
Gentherm and Modine Manufacturing Company announced additional details for the completion of their previously announced combination of Gentherm and Modine's Performance Technologies business, a Reverse Morris Trust transaction in which Modine will spin off the business held by Platinum SpinCo Inc. and then merge SpinCo into a Gentherm subsidiary. Modine's board set the close of business on September 28, 2026, as the record date for the SpinCo distribution, which is expected to occur on October 1, 2026, with the Merger to be completed immediately afterward the same day. Gentherm's board declared a special cash dividend estimated at an aggregate of $58,350,533, or an estimated $1.90 per share, payable October 7, 2026, to Gentherm shareholders of record as of September 28, 2026, conditioned on the closing of the Merger; Modine shareholders receiving Gentherm shares in the Merger will not be entitled to that dividend. Because trading since the merger agreement reduced overlapping ownership, the parties expect the exchange ratio to be increased, leading Gentherm to issue approximately 2,902,466 additional shares in the Merger, and to offset that value the cash distribution paid by SpinCo to Modine before the Merger will be reduced from $210 million to $159 million. Based on the expected exchange ratio and 31,230,226 fully diluted Gentherm shares as of September 16, 2026, Gentherm shareholders immediately prior to closing are expected to own approximately 56.4% of the combined company and former SpinCo holders approximately 43.6%, excluding overlapping ownership. Modine received a favorable Private Letter Ruling from the Internal Revenue Service, and Gentherm shareholders approved the share issuance and an authorized-share increase at a special meeting on September 10, 2026; closing remains subject to conditions including consummation of the SpinCo financing, continued validity of the Private Letter Ruling, Modine's receipt of a solvency opinion and Nasdaq listing approval.
Modine Manufacturing Company
Gentherm Inc