Gentherm to acquire Modine's Performance Technologies business; Gentherm shareholders to own ~60% of combined co.

Gentherm Inc

Gentherm shareholders will own ~60%; former SpinCo shareholders ~40% post-merger, subject to tax-driven adjustment to 50.5%.
SpinCo will pay Modine $210M in cash (SpinCo Cash Distribution) prior to distribution, decreasing if more shares issued.
Gentherm must pay Modine a $45M termination fee if Merger Agreement is terminated under specified circumstances.
Closing expected by March 31, 2027, subject to Gentherm shareholder vote, regulatory approvals, IRS ruling, and Nasdaq listing.
Transaction unanimously approved by both companies' Boards of Directors; bridge loan facility of $210M executed.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Gentherm Inc entered into Separation Agreement with Modine Manufacturing Co., Platinum SpinCo Inc. valued at Separation of SpinCo Business from Modine via transfer of assets and liabilities and distribution of (effective 2026-01-29).

Action: entry
Agreement: merger
Counterparty: Modine Manufacturing Co., Platinum SpinCo Inc.
Value: Separation of SpinCo Business from Modine via transfer of assets and liabilities and distribution of
Effective: 2026-01-29

Exact text from the filing

(ii) a Separation Agreement (the “Separation Agreement”), dated as of January 29, 2026, by and among Modine, Gentherm and SpinCo

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Gentherm Inc entered into Agreement and Plan of Merger with Modine Manufacturing Co., Platinum SpinCo Inc., Platinum Gold Merger Sub Inc. valued at Merger of Merger Sub with and into SpinCo, with SpinCo surviving as a wholly-owned subsidiary of Gen (effective 2026-01-29).

Action: entry
Agreement: merger
Counterparty: Modine Manufacturing Co., Platinum SpinCo Inc., Platinum Gold Merger Sub Inc.
Value: Merger of Merger Sub with and into SpinCo, with SpinCo surviving as a wholly-owned subsidiary of Gen
Effective: 2026-01-29

Exact text from the filing

(i) an Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 29, 2026, by and among Modine, Gentherm, SpinCo and Merger Sub

View on SEC.gov

291 material agreements filed in the last 30 days. Browse all material agreements →

Gentherm Inc filing history →

Source: SEC EDGAR

accession 0001193125-26-029374

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