Modine Sets September 28 Record Date for SpinCo Distribution; Exchange Ratio Adjusted
MOD sits 66% above its 52-week low of $111.18.
Summary
Modine and Gentherm announced the record date, adjusted exchange ratio, reduced cash distribution, and a special dividend for the pending merger of Gentherm with Modine's Performance Technologies business.
Key Events · M&A and Partnerships · MOD
-
Record Date Set for SpinCo Distribution
Shareholders of record on September 28, 2026, will receive one share of SpinCo common stock for each Modine share held, with distribution expected October 1, 2026.
-
Exchange Ratio Increased
Reduced overlapping ownership triggers an increase in the exchange ratio, causing Gentherm to issue approximately 2,902,466 additional shares in the Merger.
-
Cash Distribution Reduced
The cash distribution from SpinCo to Modine prior to the Merger is reduced from $210 million to $159 million to offset the additional Gentherm shares issued.
-
Gentherm Special Dividend Declared
Gentherm will pay a special cash dividend of approximately $58,350,533 ($1.90 per share) to shareholders of record as of September 28, 2026, payable October 7, 2026, conditioned on closing.
Analysis · MOD · Manufacturing
The final mechanics of the Reverse Morris Trust combination between Modine and Gentherm are now public. Shareholders of record on September 28, 2026, will receive the SpinCo distribution, with the merger expected to close October 1. Because overlapping ownership has declined, the exchange ratio will rise, leading Gentherm to issue roughly 2.9 million additional shares. To offset that dilution, the cash distribution from SpinCo to Modine falls from $210 million to $159 million, and Gentherm will pay a special dividend of approximately $58.4 million ($1.90 per share) to its own shareholders. Post-merger ownership is projected at 56.4% for Gentherm shareholders and 43.6% for former SpinCo holders. These are material new terms that finalize the economic allocation between the two shareholder bases.
How filings like this one have moved
In the 30 days to Sep 30, 2026, 29.6% of the 1609 measured filings Wiseek scored 7 moved their stock by 5% or more by the next session's close. The median move was -0.57%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, MOD was trading at $184.86 on NYSE in the Manufacturing sector, with a market capitalization of approximately $9.8B. The 52-week trading range was $111.18 to $323.25. This filing was assessed with neutral market sentiment and an importance score of 7 out of 10.