Modine Manufacturing Company provided an update on the planned spin-off of its Performance Technologies business and subsequent merger with Gentherm. The company has set a record date for the transaction and announced financial adjustments to preserve the tax-free nature of the deal, including a reduction in the cash payment to Modine and a special dividend for Gentherm shareholders.
Key Details
- Record & Closing Dates: The record date for the spin-off distribution is September 28, 2026, with the distribution and merger expected to close on October 1, 2026.
- Reduced Cash Distribution: The cash payment from the spin-off entity (SpinCo) to Modine will be reduced from $210 million to $159 million.
- Transaction Adjustments: To offset an increase in the stock exchange ratio, Gentherm will issue ~2.9 million additional shares and pay a special cash dividend of approximately $58.4 million to its shareholders of record as of September 29, 2026.
- Ownership Structure: Upon closing, former Modine shareholders are expected to own approximately 43.6% of the combined company, with existing Gentherm shareholders owning approximately 56.4%.