Gentherm closes Reverse Morris Trust with Modine's Performance Technologies; $2.07/share special dividend

Gentherm Inc

Gentherm issued 23,735,961 shares to close the deal; Modine holders received 0.44619 THRM shares per MOD share and now own ~43.62% of the combined company.
Special cash dividend of $2.07 per share (aggregate $63,500,492), payable October 7, 2026 to holders of record September 28, 2026.
SpinCo borrowed $250.0M under a delayed draw term loan at SOFR plus 1.125%-2.000%; Gentherm guaranteed the debt and pledged substantially all of its assets.
SpinCo paid Modine a $156M cash distribution used to repay debt; Gentherm acquired the Modine brand and will go to market as Modine, while Modine plans to rename as Modexus Solutions.
Board grew from 9 to 10 members with Paul Mascarenas, ex-Ford CTO, effective October 1, 2026; authorized shares rose to 110,000,000 from 55,000,000.

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