Gentherm Incorporated (THRM) has consummated its previously announced combination with Modine Manufacturing Company's Performance Technologies business (SpinCo). The transaction was structured as a spin-off of the business from Modine, followed immediately by a merger with a Gentherm subsidiary. As a result, the spun-off entity is now a wholly owned subsidiary of Gentherm.
Key Details
- Transaction Close: The transaction was completed on October 1, 2026, following an agreement dated January 29, 2026.
- Ownership Structure: Gentherm issued 23,735,961 shares of its common stock to former Modine shareholders. Post-transaction, former Modine shareholders own approximately 43.62% of Gentherm, with continuing Gentherm shareholders owning approximately 56.38%.
- Financing & Distributions: In connection with the deal, SpinCo borrowed $250 million under a new term loan facility and made a $156 million cash distribution to Modine. Gentherm also declared a special cash dividend of $2.07 per share (approx. $63.5 million total) for its shareholders of record as of September 28, 2026.
- Board Appointment: Effective October 1, 2026, Paul Mascarenas, a former executive at Ford Motor Company, was appointed to Gentherm's Board of Directors.
- Corporate Action: To facilitate the transaction, Gentherm amended its articles of incorporation to increase the number of authorized shares of common stock from 55 million to 110 million.