Modine Announces Spin-Off of Performance Technologies; Merger with Gentherm

What Happened
Modine Manufacturing Company announced that it will spin off its Performance Technologies business (held in Platinum SpinCo Inc., “SpinCo”) to Modine shareholders and then combine that business with Gentherm Incorporated through a merger. The Modine Board set the close of business on September 28, 2026 as the record date for the SpinCo distribution; each Modine shareholder will receive one share of SpinCo common stock per Modine share. Immediately after the distribution, Gentherm’s wholly owned Platinum Gold Merger Sub Inc. will merge into SpinCo and SpinCo shares will convert into Gentherm shares based on an exchange ratio that is being increased to preserve certain tax treatment.

Key Details

• Record date for SpinCo distribution: September 28, 2026. Each Modine share = 1 share of SpinCo common stock.
• Exchange ratio increase expected to result in ~2,902,466 additional Gentherm shares issued in the merger.
• Cash adjustments to offset the extra Gentherm shares: SpinCo’s pre-merger cash distribution to Modine reduced from $210.0M to $159.0M; Gentherm will pay a special cash dividend of ~$58,350,533 to Gentherm shareholders of record as of close of business on September 29, 2026.
• Pro forma ownership (based on 31,230,226 fully diluted Gentherm shares as of Sept. 16, 2026): Gentherm shareholders ~56.4% and former SpinCo holders ~43.6%, excluding overlapping ownership.
• The special dividend, SpinCo distribution and Merger remain subject to the closing conditions in the transaction agreements.

Why It Matters
This filing confirms the detailed mechanics and timing for Modine’s spin-off of its Performance Technologies business and its planned combination with Gentherm, including how value and ownership will be allocated after the deal. Investors should note the reduced cash distribution to Modine, the special Gentherm dividend, the issued-share increase from a higher exchange ratio, the set record dates (Sept. 28 and Sept. 29, 2026), and that the transactions are still conditional on closing requirements. These items affect expected cash flows, share counts and the post-transaction ownership split for Modine and Gentherm shareholders.