Modine and Gentherm Announce Additional Information Regarding Business Combination

Modine Manufacturing Company and Gentherm Incorporated have announced updated details concerning the anticipated completion of their previously announced business combination. Modine will spin off its Performance Technologies business, held by its subsidiary Platinum SpinCo Inc., through a stock distribution to Modine shareholders. The record date for this distribution has been set for September 28, 2026. Following the spin-off, Gentherm's subsidiary, Platinum Gold Merger Sub Inc., will merge with SpinCo. Each share of SpinCo will be converted into Gentherm common stock based on an exchange ratio. To maintain the tax-free nature of certain aspects of the transaction and the economic allocation, the exchange ratio is expected to increase, resulting in Gentherm issuing approximately 2,902,466 additional shares. Consequently, the cash distribution from SpinCo to Modine will be reduced from $210 million to $159 million, and Gentherm will pay a special cash dividend of approximately $58,350,533 to its shareholders. Post-merger, Gentherm shareholders are expected to own approximately 56.4% of the combined company, and former SpinCo holders approximately 43.6%. The completion of these transactions is subject to customary closing conditions.