Modine Manufacturing Company entered into definitive agreements with Gentherm Incorporated on January 29, 2026, to combine Modine's Performance Technologies business with Gentherm in a Reverse Morris Trust transaction. The deal is structured to be generally tax-free for Modine and its shareholders for U.S. federal income tax purposes, with the transaction expected to close by the end of calendar year 2026, subject to Gentherm shareholder approval and other customary closing conditions.
Under the agreement, Modine will retain its Data Centers and Commercial HVAC segment businesses, referred to as RemainCo, while distributing shares of the Performance Technologies business, or SpinCo, to its shareholders on a pro-rata basis. This spin-off will be accounted for as a forward spin and will occur concurrently with the merger between SpinCo and Gentherm. Following the transaction, Modine shareholders are expected to own approximately 40% of the combined company, while Gentherm shareholders will hold approximately 60%. Approval from Gentherm shareholders is required to consummate the deal, whereas a vote by Modine shareholders is not necessary.
The exhibit includes unaudited financial statements for the Performance Technologies business for the three months ended June 30, 2026, and June 30, 2025. Performance Technologies provides products and solutions that enhance customer application performance and develop mission-critical energy solutions for various end markets, including those that increase fuel efficiency.