Modine Manufacturing Co (MOD) News & EventsMODModine Manufacturing Co

Gentherm and Modine Complete Merger Transaction, Distributing $58.35 Million Cash Dividend

Gentherm (THRM) and Modine (MOD) announced additional information in connection with the anticipated completion of the previously announced combination of Gentherm and Modine's performance technologies business. Under the terms of the transaction, Modine will spin off the performance technologies business, which is held by Platinum SpinCo, a wholly owned subsidiary of Modine, through a distribution of SpinCo common stock to Modine shareholders. Immediately following the spin-off, Platinum Gold Merger Sub, a wholly owned subsidiary of Gentherm, will merge with SpinCo, completing the Reverse Morris Trust transaction. The Modine board of directors has set the close of business on September 28 as the record date for the SpinCo distribution. The distribution of SpinCo common stock is expected to occur on October 1 and the merger is expected to be completed immediately following the SpinCo distribution on the same day. In connection with the transaction, the Gentherm board of directors has declared a special cash dividend, which Gentherm estimates will be an aggregate of $58,350,533, or an estimated $1.90 per share of Gentherm common stock. The cash dividend will be payable in cash on October 7 to Gentherm shareholders of record as of the close of business on September 28. Payment of the cash dividend is conditioned upon the closing of the merger. Modine shareholders who receive shares of Gentherm common stock in the merger will not be entitled to the cash dividend with respect to those shares of Gentherm common stock. If the merger is not completed, the cash dividend will not be paid.

Gentherm Shareholders Approve Merger with Modine

Gentherm (THRM) announced that, at the Company's Special Meeting of Shareholders held, Gentherm shareholders voted to approve the proposals required to complete the proposed combination of Modine's Performance Technologies business with Gentherm, including the issuance of shares of Gentherm common stock to shareholders of Modine (MOD) and an amendment to Gentherm's articles of incorporation to increase the number of authorized shares of Gentherm common stock. The preliminary results of Gentherm's Special Meeting indicate that approximately 99% of the total votes cast by holders of Gentherm common stock at the Special Meeting were voted in favor of the share issuance proposal, and approximately 94% of the outstanding shares of Gentherm common stock entitled to vote thereon were voted in favor of the charter amendment proposal. Gentherm and Modine have also received all of the required regulatory approvals, including Modine's receipt of a Private Letter Ruling from the Internal Revenue Service regarding matters relating to the U.S. federal income tax consequences of the transaction. The final exchange ratio will be announced in connection with the closing and remains subject to potential adjustment as provided in the merger agreement. The exchange ratio adjustment mechanism is designed to preserve the intended tax-free nature of certain aspects of the transaction for U.S. federal income tax purposes to Modine and Modine shareholders on one hand, and the economic allocation between the Modine shareholders and the Gentherm shareholders on the other. The transaction is currently expected to close on October 1, 2026, subject to the satisfaction or waiver of the remaining customary closing conditions.

Modine Sees FY27 Net Sales Up 20%-35%

Modine sees FY27 net sales up 20%-35%, adjusted EBITDA $650M-$680M