Modine Manufacturing Company (MOD) announced the completion of the spin-off of its Performance Technologies business and its subsequent merger with Gentherm Incorporated in a Reverse Morris Trust transaction, effective October 1, 2026. In connection with the transaction, Modine received a cash distribution of approximately $156 million, which was used to repay outstanding debt.
Key Details
- Transaction Structure: The deal involved separating the Performance Technologies business into a new entity (SpinCo), distributing SpinCo shares to Modine shareholders, and immediately merging SpinCo into Gentherm, where it now operates as a wholly owned subsidiary.
- Shareholder Consideration: Modine shareholders as of the record date (September 28, 2026) received 0.44619 shares of Gentherm common stock for each share of Modine common stock they held.
- Financial Terms: Modine received a cash distribution from SpinCo totaling $155,991,275. These proceeds were used to prepay outstanding borrowings under the company's credit agreement.
- Post-Merger Ownership: Following the transaction, former Modine shareholders own approximately 43.62% of the combined company (Gentherm), with existing Gentherm shareholders owning the remaining 56.38%.
- Corporate Rebranding: Modine announced its intention to change its name to Modexus Solutions, subject to shareholder approval.