Modine spins off Performance Technologies unit, merges it with Gentherm

Modine (NYSE: MOD) has completed the spin-off of its Performance Technologies business and its combination with Gentherm (NASDAQ: THRM) through a Reverse Morris Trust transaction, the company announced Oct. 1, 2026.

Under the terms of the deal, Modine shareholders received 0.44619 shares of Gentherm common stock for each Modine share held as of the Sept. 28, 2026 record date. Following the closing, former Modine shareholders own approximately 43.62% of the combined company, while existing Gentherm shareholders retain approximately 56.38%. Based on Gentherm's closing stock price on Sept. 30, 2026, the transaction valued the Performance Technologies business at approximately $946.4 million.

Modine received a cash distribution of approximately $156 million from the spun-off subsidiary, which was used to repay outstanding debt. Gentherm's board also declared a special dividend of $2.07 per share, payable Oct. 7, 2026, to Gentherm shareholders of record as of Sept. 28, 2026.

As part of the transaction, Gentherm acquired the Modine brand, domains, and trademarks and will continue operating under the Modine name. Modine plans to call a special shareholder meeting within three months to vote on a name change to Modexus Solutions. If approved, the company's stock would continue trading on the New York Stock Exchange under the ticker "MOD." Modine would retain a license to use the Modine brand in its Heat Transfer Solutions and HVAC Technologies businesses.

Paul Mascarenas has been appointed to the Gentherm board of directors effective upon the closing of the transaction.

Neil D. Brinker, President and Chief Executive Officer of Modine, said the completion "marks an important milestone in our evolution to a diversified thermal management company serving high-growth markets," with a portfolio focused on data center cooling, commercial HVAC, and refrigeration.

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