Gentherm Incorporated announced the completion of a combination with Modine Manufacturing Company’s Performance Technologies business on October 1, 2026. The transaction was structured as a Reverse Morris Trust, which involved spinning off the Performance Technologies business into a separate entity, SpinCo, before merging it with Gentherm.
Under the terms of the deal, Modine shareholders received 0.44619 shares of Gentherm common stock for each share of Modine common stock they held as of the close of business on September 28, 2026. As a result of this exchange, Modine shareholders now own approximately 43.62% of the outstanding shares of the combined company, while existing Gentherm shareholders own approximately 56.38%.
In connection with the transaction, Gentherm declared a special cash dividend of $2.07 per share. This dividend, totaling $63,500,492, is payable on October 7, 2026, to shareholders of record as of September 28, 2026. Additionally, SpinCo made a cash distribution of $156 million to Modine prior to the merger.
Gentherm has acquired the Modine brand, domains, and trademarks and will continue to operate the combined business under the Modine name. The company also appointed Paul Mascarenas, the former Chief Technical Officer of Ford Motor Company, to its Board of Directors, increasing the board size to 10 members.
Gentherm and Modine have entered into several agreements regarding the separation, including a Tax Matters Agreement, an Employee Matters Agreement, an Intellectual Property Matters Agreement, a Transition Services Agreement, and a Trademark Matters Agreement. These agreements outline the allocation of assets, liabilities, and responsibilities between the two companies following the merger.
