Modine to combine Performance Technologies with Gentherm in Reverse Morris Trust; to receive $210M cash

MODINE MANUFACTURING CO

Modine shareholders to own ~40% of combined Gentherm; Modine receives $210M cash.
Transaction structured as Reverse Morris Trust: SpinCo spin-off followed by merger into Gentherm.
Gentherm will pay $45M termination fee if deal fails under certain conditions; expected close by Mar 2027.
Transaction unanimously approved by both boards; subject to HSR, foreign antitrust, IRS ruling, shareholder votes.
SpinCo will distribute $210M cash to Modine prior to spin-off, subject to working capital adjustments.

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