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Gentherm and Modine Manufacturing Company Announce Additional Information in Connection with Proposed Combination of Gentherm and Modine’s Performance Technologies Business

$MODPress releaseSep 17, 2026, 4:34 PM ETRead the release

Modine set September 28, 2026 as the record date for the spin-off of its Performance Technologies business, with the SpinCo distribution and its merger into Gentherm expected on October 1, 2026 to complete the Reverse Morris Trust transaction. Because trading since signing reduced overlapping ownership, the exchange ratio is expected to increase, adding roughly 2,902,466 Gentherm shares to be issued; to offset this, the cash distribution from SpinCo to Modine drops from $210 million to $159 million and Gentherm will pay a special cash dividend of about $58.35 million, or roughly $1.90 per THRM share.

Key figures

Spinco record date
September 28, 2026
Expected ex spin date
October 2, 2026
Cash dividend payment date
October 7, 2026
Special cash dividend total
58350533
Gentherm fully diluted shares
31230226
Special cash dividend per share
1.9
Pro forma ownership gentherm holders
56.4%
Expected distribution and merger date
October 1, 2026
Cash distribution to modine reduced to
$159 million
Additional gentherm shares to be issued
2902466
Cash distribution to modine reduced from
$210 million
Pro forma ownership former spinco holders
43.6%

AI analysis

Red flags4 · Pro

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AI-generated analysis of a public disclosure. Not investment advice; verify against the original document.