Modine and Gentherm Announce Specific Dates and Financial Terms for Performance Technologies Spin-off

Modine Manufacturing Company and Gentherm Incorporated have announced specific dates and financial details for the previously disclosed combination of Gentherm and Modine’s Performance Technologies business. The transaction is structured as a reverse Morris Trust, involving a spin-off followed by a merger.

Modine’s Board of Directors has set September 28, 2026, as the record date for the spin-off. Under the terms of the deal, Modine shareholders will receive one share of Platinum SpinCo Inc. common stock for each share of Modine common stock they hold on that date. The distribution of SpinCo shares is expected to occur on October 1, 2026.

Immediately following the spin-off, Platinum Gold Merger Sub Inc., a wholly owned subsidiary of Gentherm, will merge with and into SpinCo. Each share of SpinCo common stock will automatically convert into shares of Gentherm common stock based on an exchange ratio.

Modine received a favorable Private Letter Ruling from the Internal Revenue Service regarding the U.S. federal income tax consequences of the transaction. To preserve the tax-free nature of the deal, the exchange ratio is expected to increase, resulting in Gentherm issuing approximately 2,902,466 additional shares of common stock. To offset this issuance, the cash distribution to Modine prior to the merger will be reduced from $210 million to $159 million. Additionally, Gentherm will pay a special cash dividend of approximately $58,350,533, or an estimated $1.90 per share, to Gentherm shareholders of record on September 28, 2026. Payment of this dividend is conditioned upon the closing of the merger.

Based on the expected exchange ratio and Gentherm’s fully diluted share count as of September 16, 2026, Gentherm shareholders are expected to own approximately 56.4% of the combined company, while former SpinCo shareholders are expected to own approximately 43.6%.

The closing of the transaction is subject to the satisfaction of various conditions, including the consummation of SpinCo financing, the continued validity of the IRS ruling, and approval for listing on the Nasdaq Stock Market.