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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.
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