Gentherm Shareholders Approve Modine Merger, October 1 Close Set

Corporate ActionM&A · Partnership
โดย Insider Monkey·US·Read original
Summary · why it matters

Gentherm shareholders voted on September 10 to approve the combination of Modine's Performance Technologies business with Gentherm, clearing the last major hurdle before the two businesses become one. Roughly 99% of votes cast backed the share issuance needed to fund the deal, and about 94% of outstanding shares approved the charter amendment authorizing those new shares. Both companies have already cleared every required regulatory approval, including a private letter ruling from the Internal Revenue Service confirming the tax treatment of the share exchange, and the transaction is on track to close October 1, with the final exchange ratio set at closing under a mechanism built to preserve the deal's tax-free structure for Modine and its shareholders. The timing works in Gentherm's favor: second-quarter product revenue reached $416.2 million, reported on July 23, up 11.0% from $375.1 million a year earlier, and the company raised its full-year guidance on revenue, adjusted EBITDA, and adjusted free cash flow. That guidance explicitly excludes any impact from the Modine deal, so the final exchange ratio and the real financial effect of folding in the Performance Technologies business remain open questions even after the shareholder vote.

Impact on stocks 2

Consumer Discretionary▲ · 1 stocks
Gentherm Inc
THRM
▲ PositiveCapitalDemandrelevance

Shareholders approved the share issuance and charter amendment for the Modine Performance Technologies merger, clearing the final hurdle to close October 1.

Electrification & Mobility▲ · 1 stocks
Modine Manufacturing Company
MOD
▲ PositiveCapitalrelevance

Gentherm shareholders approved combining Modine's Performance Technologies business with Gentherm, clearing the last major hurdle for the deal to close October 1.

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