Gentherm Incorporated and Modine Manufacturing Company completed the spin-off and combination of Modine's Performance Technologies business on October 1, 2026. The transaction, disclosed in an 8-K/A filing, resulted in Gentherm issuing 23,735,961 shares of its common stock to Modine shareholders of record as of September 28, 2026. Following the merger, these shareholders held approximately 43.62% of Gentherm's outstanding shares, while continuing Gentherm shareholders retained approximately 56.38%.
The deal structure involved a separation of Modine's Performance Technologies business into a new entity, Platinum SpinCo Inc., followed by a pro rata distribution of SpinCo stock to Modine shareholders. Subsequently, Platinum Gold Merger Sub Inc., a subsidiary of Gentherm, merged with SpinCo, which survived as a wholly owned subsidiary of Gentherm under the name Modine Global, Incorporated. Each share of SpinCo common stock was converted into the right to receive 0.44619 shares of Gentherm common stock, plus cash for any fractional shares.
Financial adjustments accompanied the corporate restructuring. Prior to the distribution and merger, SpinCo made a $156 million cash distribution to Modine. Gentherm also declared a special cash dividend totaling $63.5 million, or $2.07 per share, which was paid on October 7, 2026. This dividend was paid to Gentherm shareholders of record as of September 28, 2026; consequently, Modine shareholders who received new Gentherm shares in the merger were not entitled to this dividend for those newly issued shares.
The combined entity aims to establish itself as a scaled leader in thermal management solutions. The integration expands Gentherm's capabilities in precision flow management and allows it to serve end markets including power generation, commercial, heavy-duty and light vehicles, and medical sectors. The company expects to realize value through cost synergies and incremental commercial opportunities such as cross-selling and product integration. Meanwhile, Modine will retain its Climate Solutions businesses, focusing on data centers and commercial HVAC and refrigeration markets.
Unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X to illustrate the estimated effects of the transactions. This information presents a pro forma balance sheet as of June 30, 2026, assuming the transactions occurred on that date, and pro forma statements of operations for the six months ended June 30, 2026, and the year ended December 31, 2025, assuming the transactions occurred on January 1, 2025.
The pro forma figures do not reflect potential cost savings, operational efficiencies, or synergies from integration, nor do they include costs related to post-transaction integration activities. The data is provided for informational purposes only and is not indicative of actual or future financial results. The filing notes that Gentherm's fiscal year ends December 31, while the Performance Technologies business previously operated on a fiscal year ending March 31.