Gentherm to Acquire Modine's Performance Technologies Business in Reverse Morris Trust Transaction
THRM sits 58% above its 52-week low of $22.748.
Summary
Gentherm Inc. announced a definitive agreement for a Reverse Morris Trust transaction to acquire Modine's Performance Technologies business, resulting in Modine shareholders owning 40% of the combined entity and a $210 million cash payment to Modine.
Key Events · M&A and Partnerships · THRM
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Definitive Merger Agreement Signed
Gentherm Inc. entered into definitive agreements for a Reverse Morris Trust transaction to acquire Modine Manufacturing Co.'s Performance Technologies business.
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Strategic Transaction Structure
Modine will spin off its Performance Technologies business (SpinCo) to its shareholders, and SpinCo will then merge with a wholly-owned subsidiary of Gentherm.
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Significant Ownership Reallocation
Existing Gentherm shareholders will own approximately 60% of the combined company, while former Modine shareholders (of the spun-off entity) will own approximately 40%.
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Material Cash Distribution
SpinCo will make a cash payment of $210 million to Modine Manufacturing Co. prior to the merger, subject to adjustment.
Analysis · THRM · Manufacturing
This filing details a significant, transformative Reverse Morris Trust transaction where Gentherm will acquire Modine's Performance Technologies business. The deal structure involves Modine spinning off the business to its shareholders, who will then receive 40% ownership in the combined Gentherm entity, while existing Gentherm shareholders will retain 60%. This substantial equity issuance to new shareholders represents significant dilution but also a major expansion of Gentherm's business scope. A $210 million cash payment from SpinCo to Modine is also part of the transaction. The transaction, unanimously approved by both boards, is subject to Gentherm shareholder approval and regulatory clearances. Investors should monitor the integration process, potential synergies, and the market's reception to the new combined entity.
How filings like this one have moved
In the 30 days to Sep 13, 2026, 42% of the 419 measured filings Wiseek scored 9 moved their stock by 5% or more by the next session's close. The median move was -0.47%. 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, THRM was trading at $35.84 on NASDAQ in the Manufacturing sector, with a market capitalization of approximately $1.1B. The 52-week trading range was $22.75 to $40.41. This filing was assessed with neutral market sentiment and an importance score of 9 out of 10.