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Deal announced Jan 2026 · Racine, Wisconsin Verified

Modine to Combine Performance Technologies Business with Gentherm in Reverse Morris Trust Transaction

Modine Manufacturing Company has entered into definitive agreements to combine its Performance Technologies business with Gentherm Incorporated in a Reverse Morris Trust transaction. Modine will receive $210 million in cash and its shareholders will own approximately 40% of the combined company. The transaction involves a spin-off of the business into a new subsidiary (Platinum SpinCo Inc.) followed by a merger with a Gentherm subsidiary.

“On January 29, 2026, Modine Manufacturing Company, a Wisconsin corporation (the “Company” or “Modine”), entered into definitive agreements with Gentherm Incorporated, a Michigan corporation (“Gentherm”), pursuant to which the Company’s Performance Technologies business (the “Performance Technologies Business”) will be combined with Gentherm in a Reverse Morris Trust transaction. As a result of the transaction, the Company will receive $210 million in cash, subject to adjustment as described below, and the Company’s shareholders will own approximately 40% of the outstanding Gentherm common stock following the transaction, disregarding any shareholder overlap.”

Entities

Gentherm Incorporated · Acquirer Modine Manufacturing Company · Target Platinum Gold Merger Sub, Inc. · Subsidiary Platinum SpinCo Inc. · Subsidiary
HVAC Sentiment: Neutral

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