Modine sets record date for spin-off of Performance Technologies

Gentherm declares special cash dividend payable following completion of the transaction and conditioned on closing

NOVI, Mich. and RACINE, Wis., Sept. 17, 2026 (GLOBE NEWSWIRE) -- Gentherm $(THRM)$ ("Gentherm") and Modine Manufacturing Company (NYSE: MOD) ("Modine") today announced additional information in connection with the anticipated completion of the previously announced combination of Gentherm and Modine's Performance Technologies business (the "Performance Technologies business").

Under the terms of the transaction, Modine will spin off the Performance Technologies business, which is held by Platinum SpinCo Inc., a wholly owned subsidiary of Modine ("SpinCo"), through a distribution of SpinCo common stock to Modine shareholders. Immediately following the spin-off, Platinum Gold Merger Sub Inc., a wholly owned subsidiary of Gentherm, will merge with SpinCo (the "Merger"), completing the Reverse Morris Trust transaction.

The Modine Board of Directors has set the close of business on September 28, 2026, as the record date for the SpinCo distribution. The distribution of SpinCo common stock is expected to occur on October 1, 2026 (the "distribution date"), 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 (the "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, 2026, to Gentherm shareholders of record as of the close of business on September 28, 2026. 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.

Exchange Ratio Adjustment and Related Actions

The merger agreement provides a mechanism for preserving the tax-free nature of certain aspects of the transaction for U.S. federal income tax purposes to Modine and Modine shareholders, while maintaining the economic allocation between the Modine shareholders and the Gentherm shareholders set forth in the merger agreement. The mechanism includes the potential adjustment of the exchange ratio to be used at closing to determine the number of shares of Gentherm common stock to be issued for each share of SpinCo common stock. The amount of the adjustment to the exchange ratio depends principally on the extent to which the same persons are treated for U.S. federal income tax purposes as holding both Gentherm common stock and SpinCo common stock immediately prior to the Merger. As previously disclosed, the adjustment is not intended to impact the negotiated relative equity values of Gentherm and the Performance Technologies business in connection with the merger, and accordingly the adjustment is expected to have a neutral effect on the economics of the transaction.

Trading in Modine's and Gentherm's common stock since the date of the merger agreement has decreased the overlapping ownership described above and, accordingly, the parties expect the exchange ratio will be increased under the adjustment provisions in the merger agreement. As a result of the increase in the exchange ratio, the parties expect that Gentherm will issue approximately 2,902,466 additional shares of Gentherm common stock in the Merger. To offset the value of the issuance of additional shares of Gentherm common stock in the Merger:

   1. The cash distribution to be paid by SpinCo to Modine prior to the Merger 
      will be reduced from $210 million to $159 million; and 
 
   2. Gentherm will pay the Cash Dividend of approximately $58,350,533 in the 
      aggregate, or approximately $1.90 per share, to its shareholders. 

Based on the expected increase in the exchange ratio and the number of fully diluted shares of Gentherm common stock of 31,230,226 as of September 16, 2026, immediately after the Merger closing, Gentherm shareholders immediately prior to the closing are expected to own approximately 56.4% of the combined company and the former holders of SpinCo common stock immediately prior to the closing are expected to own approximately 43.6% of the combined company, without taking into account any overlapping shareholder ownership.

The final exchange ratio, the final number of shares of Gentherm common stock to be issued in the Merger, the final amount of the reduction in the cash distribution to Modine and the final aggregate and per share amounts of the Cash Dividend will be determined in connection with the closing of the Merger and may differ from the estimates described above. The final exchange ratio, and the number of shares of Gentherm common stock issuable in respect of each share of Modine common stock will be announced by press release and Current Reports on Form 8-K filed by Gentherm and Modine on or promptly following the closing date.

SpinCo Distribution and Conversion of SpinCo Shares in the Merger

Each Modine shareholder will receive one share of SpinCo common stock for each share of Modine common stock they hold as of the record date for the SpinCo distribution, and each share of SpinCo common stock will automatically convert in the Merger into the right to receive a number of shares of Gentherm common stock equal to the exchange ratio.

Modine shareholders do not need to pay any consideration, exchange or surrender their Modine common stock or take any other action to receive the Gentherm common stock in the transaction, other than to hold Modine common stock as of the September 28, 2026 record date for the SpinCo distribution. Shares of Gentherm common stock will be delivered in book-entry form as promptly as practicable following the closing. No fractional shares of Gentherm common stock will be issued. Instead, fractional shares that Modine shareholders would otherwise be entitled to receive will be aggregated and sold in the open market, and the net cash proceeds, after deducting brokerage charges, commissions and applicable taxes, will be distributed on a pro rata basis to the shareholders otherwise entitled to them.

Following the closing of the transaction, Modine shareholders will continue to hold, along with the shares of Gentherm common stock received in the combination, the same number of shares of Modine common stock they held immediately prior to the close of the transaction.

Closing Conditions

Modine received a favorable Private Letter Ruling from the Internal Revenue Service regarding matters relating to the U.S. federal income tax consequences of the transaction, and at Gentherm's special meeting of shareholders held on September 10, 2026, Gentherm shareholders approved the issuance of shares of Gentherm common stock in the Merger and an amendment to Gentherm's Articles of Incorporation to increase the number of authorized shares of Gentherm common stock.

The closing of the transaction is subject to the satisfaction or waiver of the other closing conditions specified in the transaction agreements including, among others, consummation of the SpinCo financing, the continued validity of the Private Letter Ruling, Modine's receipt of a solvency opinion and approval for listing on the Nasdaq Stock Market of the shares of Gentherm common stock to be issued in the transaction. If these conditions are not satisfied or waived, the distribution date may be postponed and a new record date for the SpinCo distribution may be set, in which case the due bill period described below would be adjusted accordingly. A new record date for the Cash Dividend may also be set. There can be no assurance that the distribution and the combination will be completed on the anticipated timeline or at all.

Trading Information

Modine has been advised by the New York Stock Exchange (the "NYSE") that, beginning on September 28, 2026 and continuing through and including the closing date of the transaction, which is anticipated to be October 1, 2026, shares of Modine common stock will trade with "due bills" representing the right to receive the SpinCo common stock distribution (which shares of SpinCo common stock would be converted into shares of Gentherm common stock as a result of the transaction on the closing date of the transaction).

Due bills are expected to be removed, and Modine common stock is expected to begin trading without the entitlement to receive the SpinCo common stock distribution or the shares of Gentherm common stock, on October 2, 2026 (the "ex-spin date"), which is the first trading day following the anticipated closing date. Trades in Modine common stock executed with due bills attached are expected to settle on October 2, 2026. Modine has been advised by the NYSE that the last sale price of Modine common stock will be adjusted on the ex-spin date to reflect the value of the shares of Gentherm common stock distributable in respect of each share of Modine common stock.

Modine shareholders who sell shares of Modine common stock in the "regular way" market (that is, with due bills attached) on or after September 28, 2026 and on or before the closing date of the transaction will also sell their right to receive shares of Gentherm common stock in the transaction, even if they held Modine common stock at the close of business on the record date. Modine has been advised by the NYSE that no "ex-distribution" market in Modine common stock will be available prior to the closing date.