Modine completes spin-off of Performance Technologies and Reverse Morris Trust merger with Gentherm

MODINE MANUFACTURING CO

Modine shareholders received 0.44619 Gentherm shares per Modine share; Gentherm issued 23,735,961 shares, giving Modine holders ~43.62% of the combined company.
SpinCo paid Modine $155,991,275 cash (down from $210 million after an exchange-ratio adjustment); Modine used it to prepay borrowings under its Sixth Amended and Restated Credit Agreement.
The Performance Technologies business was valued at approximately $946.4 million; Gentherm declared a $2.07 per share special dividend payable Oct. 7, 2026.
Jeremy M. Patten ceased serving as President, Performance Technologies; Paul A. Mascarenas was appointed to Gentherm's board effective at closing.
Modine plans a special shareholder meeting within three months to approve renaming the company Modexus Solutions; MOD will keep its NYSE ticker.

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