Gentherm Completes $156M Acquisition of Modine Performance Technologies Business

Key numbers

Deal value	$156M
Share of market cap	16.2%
Share of annual revenue	10.4%

Key highlights

• Modine shareholders received 0.44619 Gentherm shares for each Modine share held
• Gentherm issued 23,735,961 new common shares to complete the transaction
• A special cash dividend of $2.07 per share was declared for legacy Gentherm shareholders
• Modine received a $156 million cash distribution used to repay outstanding debt
• The acquired business will continue to operate under the Modine brand name

Deal Structure & Terms

The transaction was executed via a Reverse Morris Trust, involving the spin-off of Modine’s Performance Technologies unit into a new entity that subsequently merged with a Gentherm subsidiary. Under the terms, Modine shareholders received 0.44619 shares of Gentherm common stock for each share of Modine they owned. Immediately prior to the merger, the target business made a $156 million cash distribution to Modine, which the parent company utilized to reduce corporate debt. Following the issuance of approximately 23.7 million new shares, legacy Gentherm shareholders retain a 56.38% majority stake in the combined enterprise.

Down 7.7% since our story on 1 Oct: $33.63 when we broke it → $31.05 at the close on 13 Oct. Daily closing prices. Source: Yahoo Finance.

Show the prices

14 Sep	$38.23
15 Sep	$38.08
16 Sep	$37.97
17 Sep	$37.66
18 Sep	$36.35
21 Sep	$36.28
22 Sep	$36.72
23 Sep	$35.25
24 Sep	$33.89
25 Sep	$35.21
28 Sep	$33.61
29 Sep	$33.92
30 Sep	$33.30
1 Oct	$33.63
2 Oct	$31.30
5 Oct	$32.23
6 Oct	$31.00
7 Oct	$30.38
8 Oct	$29.93
9 Oct	$29.68
12 Oct	$30.92
13 Oct	$31.05

Strategic Rationale

This combination establishes Gentherm as a global leader in thermal and precision flow management technologies across multiple industrial end markets. By integrating Modine’s specialized cooling and fluid management assets, Gentherm expands its technological depth and customer reach within the automotive and commercial vehicle sectors. The deal also includes the acquisition of the Modine brand and associated trademarks. Consequently, the original Modine Manufacturing Company will rebranded as Modexus Solutions while licensing the Modine name for its remaining commercial HVAC and heat transfer segments to ensure customer continuity.

Shareholder Returns & Adjustments

• Gentherm declared a special cash dividend of $2.07 per share totaling $63.5 million
• Dividend payment is scheduled for October 7, 2026, for shareholders of record as of late September
• Modine shareholders receiving merger shares do not qualify for this specific cash dividend
• The transaction is intended to be tax-free for U.S. federal income tax purposes
• Modine shareholders will retain their original shares in the renamed Modexus Solutions

Management Perspective

“Together, we have created a global leader in thermal and precision flow management solutions serving multiple end markets, combining complementary technologies, deep expertise and strong customer relationships.”

Management commentary

“Today marks the start of the next phase for Gentherm. Together, we have created a global leader in thermal and precision flow management solutions serving multiple end markets, combining complementary technologies, deep expertise and strong customer relationships.”

Gentherm Inc · financial snapshot

Share price	$33.63
Market cap	$961M
Revenue (annual)	$1.5B
P/E (TTM)	36.4×
1-month price change	-13.64%
Sector	Consumer CyclicalAuto Parts

Reference market data from a third-party provider, as of the story. Not a valuation or a recommendation.