Gentherm and Modine set key dates for Performance Technologies deal

Gentherm (NASDAQ: THRM) and Modine Manufacturing Company (NYSE: MOD) have announced key dates and updated financial terms for the planned combination of Gentherm with Modine's Performance Technologies business, according to a joint press release.

Modine's board has set September 28, 2026, as the record date for the distribution of shares in Platinum SpinCo Inc., the subsidiary holding the Performance Technologies business. The spin-off distribution is expected to occur on October 1, 2026, with the merger between SpinCo and a Gentherm subsidiary expected to close the same day.

Gentherm's board has declared a special cash dividend estimated at $58,350,533 in aggregate, or approximately $1.90 per share, payable on October 7, 2026, to Gentherm shareholders of record as of September 28, 2026. Payment is conditioned on the closing of the merger. Modine shareholders who receive Gentherm shares through the merger will not be entitled to the dividend on those shares.

The companies also disclosed an adjustment to the transaction's exchange ratio. Trading activity since the merger agreement was signed has reduced overlapping ownership between Modine and Gentherm shareholders, prompting an expected increase in the exchange ratio. As a result, Gentherm is expected to issue approximately 2,902,466 additional shares in the merger. To offset this, the cash distribution SpinCo will pay to Modine prior to the merger has been reduced from $210 million to $159 million, and Gentherm will pay the special cash dividend to its existing shareholders.

Based on the adjusted exchange ratio and Gentherm's fully diluted share count of 31,230,226 as of September 16, 2026, existing Gentherm shareholders are expected to own approximately 56.4% of the combined company after closing, with former SpinCo shareholders holding approximately 43.6%, excluding any overlapping ownership.

Remaining closing conditions include completion of SpinCo financing, continued validity of a favorable IRS private letter ruling, a solvency opinion for Modine, and Nasdaq approval for listing of the new Gentherm shares. Gentherm shareholders approved the share issuance and an increase in authorized shares at a special meeting on September 10, 2026.

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