{"success":true,"data":{"pressRelease":{"id":"146962","rtpr_id":"nGNXc0DcSN-20260917","ticker":"MOD","exchange":"NYSE","all_tickers":["MOD","THRM"],"title":"Gentherm and Modine Manufacturing Company Announce Additional Information in Connection with Proposed Combination of Gentherm and Modine’s Performance Technologies Business","author":"Globe Newswire","published_at":"2026-09-17T20:34:21.133Z","article_body":"Modine sets record date for spin-off of Performance Technologies \n\nGentherm declares special cash dividend payable following completion of the\ntransaction and conditioned on closing\n\nNOVI, Mich. and RACINE, Wis., Sept. 17, 2026 (GLOBE NEWSWIRE) -- Gentherm\n(NASDAQ: THRM) (“Gentherm”) and Modine Manufacturing Company (NYSE: MOD)\n(“Modine”) today announced additional information in connection with the\nanticipated completion of the previously announced combination of Gentherm and\nModine’s Performance Technologies business (the “Performance Technologies\nbusiness”).\n\nUnder the terms of the transaction, Modine will spin off the Performance\nTechnologies business, which is held by Platinum SpinCo Inc., a wholly owned\nsubsidiary of Modine (“SpinCo”), through a distribution of SpinCo common\nstock to Modine shareholders. Immediately following the spin-off, Platinum\nGold Merger Sub Inc., a wholly owned subsidiary of Gentherm, will merge with\nSpinCo (the “Merger”), completing the Reverse Morris Trust transaction.\n\nThe Modine Board of Directors has set the close of business on September 28,\n2026, as the record date for the SpinCo distribution. The distribution of\nSpinCo common stock is expected to occur on October 1, 2026 (the\n“distribution date”), and the Merger is expected to be completed\nimmediately following the SpinCo distribution on the same day.  \n\nIn connection with the transaction, the Gentherm Board of Directors has\ndeclared a special cash dividend (the “Cash Dividend”), which Gentherm\nestimates will be an aggregate of $58,350,533, or an estimated $1.90 per share\nof Gentherm common stock. The Cash Dividend will be payable in cash on October\n7, 2026, to Gentherm shareholders of record as of the close of business on\nSeptember 28, 2026. Payment of the Cash Dividend is conditioned upon the\nclosing of the Merger. Modine shareholders who receive shares of Gentherm\ncommon stock in the Merger will not be entitled to the Cash Dividend with\nrespect to those shares of Gentherm common stock. If the Merger is not\ncompleted, the Cash Dividend will not be paid.\n\nExchange Ratio Adjustment and Related Actions\n\nThe merger agreement provides a mechanism for preserving the tax-free nature\nof certain aspects of the transaction for U.S. federal income tax purposes to\nModine and Modine shareholders, while maintaining the economic allocation\nbetween the Modine shareholders and the Gentherm shareholders set forth in the\nmerger agreement. The mechanism includes the potential adjustment of the\nexchange ratio to be used at closing to determine the number of shares of\nGentherm common stock to be issued for each share of SpinCo common stock. The\namount of the adjustment to the exchange ratio depends principally on the\nextent to which the same persons are treated for U.S. federal income tax\npurposes as holding both Gentherm common stock and SpinCo common stock\nimmediately prior to the Merger. As previously disclosed, the adjustment is\nnot intended to impact the negotiated relative equity values of Gentherm and\nthe Performance Technologies business in connection with the merger, and\naccordingly the adjustment is expected to have a neutral effect on the\neconomics of the transaction.\n\nTrading in Modine’s and Gentherm’s common stock since the date of the\nmerger agreement has decreased the overlapping ownership described above and,\naccordingly, the parties expect the exchange ratio will be increased under the\nadjustment provisions in the merger agreement. As a result of the increase in\nthe exchange ratio, the parties expect that Gentherm will issue approximately\n2,902,466 additional shares of Gentherm common stock in the Merger. To offset\nthe value of the issuance of additional shares of Gentherm common stock in the\nMerger:\n1. The cash distribution to be paid by SpinCo to Modine prior to the Merger\nwill be reduced from $210 million to $159 million; and\n2. Gentherm will pay the Cash Dividend of approximately $58,350,533 in the\naggregate, or approximately $1.90 per share, to its shareholders.\nBased on the expected increase in the exchange ratio and the number of fully\ndiluted shares of Gentherm common stock of 31,230,226 as of September 16,\n2026, immediately after the Merger closing, Gentherm shareholders immediately\nprior to the closing are expected to own approximately 56.4% of the combined\ncompany and the former holders of SpinCo common stock immediately prior to the\nclosing are expected to own approximately 43.6% of the combined company,\nwithout taking into account any overlapping shareholder ownership.\n\nThe final exchange ratio, the final number of shares of Gentherm common stock\nto be issued in the Merger, the final amount of the reduction in the cash\ndistribution to Modine and the final aggregate and per share amounts of the\nCash Dividend will be determined in connection with the closing of the Merger\nand may differ from the estimates described above. The final exchange ratio,\nand the number of shares of Gentherm common stock issuable in respect of each\nshare of Modine common stock will be announced by press release and Current\nReports on Form 8-K filed by Gentherm and Modine on or promptly following the\nclosing date.\n\nSpinCo Distribution and Conversion of SpinCo Shares in the Merger\n\nEach Modine shareholder will receive one share of SpinCo common stock for each\nshare of Modine common stock they hold as of the record date for the SpinCo\ndistribution, and each share of SpinCo common stock will automatically convert\nin the Merger into the right to receive a number of shares of Gentherm common\nstock equal to the exchange ratio.\n\nModine shareholders do not need to pay any consideration, exchange or\nsurrender their Modine common stock or take any other action to receive the\nGentherm common stock in the transaction, other than to hold Modine common\nstock as of the September 28, 2026 record date for the SpinCo distribution.\nShares of Gentherm common stock will be delivered in book-entry form as\npromptly as practicable following the closing. No fractional shares of\nGentherm common stock will be issued. Instead, fractional shares that Modine\nshareholders would otherwise be entitled to receive will be aggregated and\nsold in the open market, and the net cash proceeds, after deducting brokerage\ncharges, commissions and applicable taxes, will be distributed on a pro rata\nbasis to the shareholders otherwise entitled to them.\n\nFollowing the closing of the transaction, Modine shareholders will continue to\nhold, along with the shares of Gentherm common stock received in the\ncombination, the same number of shares of Modine common stock they held\nimmediately prior to the close of the transaction.\n\nClosing Conditions\n\nModine received a favorable Private Letter Ruling from the Internal Revenue\nService regarding matters relating to the U.S. federal income tax consequences\nof the transaction, and at Gentherm’s special meeting of shareholders held\non September 10, 2026, Gentherm shareholders approved the issuance of shares\nof Gentherm common stock in the Merger and an amendment to Gentherm’s\nArticles of Incorporation to increase the number of authorized shares of\nGentherm common stock.\n\nThe closing of the transaction is subject to the satisfaction or waiver of the\nother closing conditions specified in the transaction agreements including,\namong others, consummation of the SpinCo financing, the continued validity of\nthe Private Letter Ruling, Modine’s receipt of a solvency opinion and\napproval for listing on the Nasdaq Stock Market of the shares of Gentherm\ncommon stock to be issued in the transaction. If these conditions are not\nsatisfied or waived, the distribution date may be postponed and a new record\ndate for the SpinCo distribution may be set, in which case the due bill period\ndescribed below would be adjusted accordingly. A new record date for the Cash\nDividend may also be set. There can be no assurance that the distribution and\nthe combination will be completed on the anticipated timeline or at all.\n\nTrading Information\n\nModine has been advised by the New York Stock Exchange (the “NYSE”) that,\nbeginning on September 28, 2026 and continuing through and including the\nclosing date of the transaction, which is anticipated to be October 1, 2026,\nshares of Modine common stock will trade with “due bills” representing the\nright to receive the SpinCo common stock distribution (which shares of SpinCo\ncommon stock would be converted into shares of Gentherm common stock as a\nresult of the transaction on the closing date of the transaction).\n\nDue bills are expected to be removed, and Modine common stock is expected to\nbegin trading without the entitlement to receive the SpinCo common stock\ndistribution or the shares of Gentherm common stock, on October 2, 2026 (the\n“ex-spin date”), which is the first trading day following the anticipated\nclosing date. Trades in Modine common stock executed with due bills attached\nare expected to settle on October 2, 2026. Modine has been advised by the NYSE\nthat the last sale price of Modine common stock will be adjusted on the\nex-spin date to reflect the value of the shares of Gentherm common stock\ndistributable in respect of each share of Modine common stock.\n\nModine shareholders who sell shares of Modine common stock in the “regular\nway” market (that is, with due bills attached) on or after September 28,\n2026 and on or before the closing date of the transaction will also sell their\nright to receive shares of Gentherm common stock in the transaction, even if\nthey held Modine common stock at the close of business on the record date.\nModine has been advised by the NYSE that no “ex-distribution” market in\nModine common stock will be available prior to the closing date.\n\nIn all cases, investors should consult with their financial and tax advisors\nregarding the specific implications of selling shares of Modine common stock,\nincluding implications for the right to receive shares of SpinCo common stock\nas a result of the distribution as well as shares of Gentherm common stock as\na result of the combination of SpinCo with Gentherm.\n\nAbout Gentherm\n\nGentherm (NASDAQ: THRM) is a global market leader of innovative thermal\nmanagement and pneumatic comfort technologies. Automotive products include\nClimate Control Seats (CCS®), Climate Control Interiors (CCI™), Lumbar and\nMassage Comfort Solutions, and Valve Systems. Medical products include patient\ntemperature management systems. Gentherm is also developing a number of new\ntechnologies and products that will help enable improvements to existing\nproducts and to create new product applications for existing and new markets.\nGentherm has more than 14,000 employees in facilities across 13 countries. In\n2025, the company recorded annual sales of approximately $1.5 billion and\nsecured $2.2 billion in automotive new business awards. For more information,\ngo to www.gentherm.com. \n\nAbout Modine\n\nFor more than 100 years, Modine has solved the toughest thermal management\nchallenges for mission-critical applications. Our purpose of Engineering a\nCleaner, Healthier World™ means we are always evolving our portfolio of\ntechnologies to provide the latest heating, cooling, and ventilation\nsolutions. Through the hard work of more than 13,000 employees worldwide, our\nbusinesses advance our purpose with systems that improve air quality, reduce\nenergy and water consumption, lower harmful emissions, enable cleaner running\nvehicles, and use environmentally friendly refrigerants. Modine is a global\ncompany headquartered in Racine, Wisconsin (U.S.), with operations in North\nAmerica, South America, Europe, and Asia. For more information about Modine,\nvisit www.modine.com.\n\nNo Offer or Solicitation\n\nThis press release is not intended to and does not constitute an offer to sell\nor the solicitation of an offer to buy or exchange any securities or a\nsolicitation of any vote or approval in any jurisdiction, nor shall there be\nany sale, issuance or transfer of securities in any jurisdiction in which such\noffer, solicitation or sale would be unlawful prior to registration or\nqualification under the securities laws of any such jurisdiction. It does not\nconstitute a prospectus or prospectus equivalent document. No offering or sale\nof securities shall be made except by means of a prospectus meeting the\nrequirements of Section 10 of the Securities Act of 1933, as amended (the\n“Securities Act”), and otherwise in accordance with applicable law.\n\nAdditional Information and Where to Find It\n\nIn connection with the proposed transaction between Modine and Gentherm (the\n“Proposed Transaction”), the parties have filed relevant materials with\nthe U.S. Securities and Exchange Commission (the “SEC”), including, among\nother filings, a registration statement on Form S-4 filed by Gentherm (the\n“Form S-4”), which was declared effective by the SEC and includes a\ndefinitive proxy statement/prospectus of Gentherm, which has been mailed to\nshareholders of Gentherm, and a registration statement on Form 10 (the “Form\n10”) filed by SpinCo, which was declared effective by the SEC, that\nincorporates by reference certain portions of the Form S-4 and serves as an\nproxy information statement/prospectus in connection with the spin-off of\nSpinCo from Modine. INVESTORS AND SECURITY HOLDERS OF GENTHERM AND MODINE ARE\nURGED TO READ THE PROXY STATEMENT/PROSPECTUS, THE INFORMATION\nSTATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS THAT HAVE BEEN OR MAY BE FILED\nWITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,\nCAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION\nABOUT GENTHERM, MODINE, SPINCO, THE PROPOSED TRANSACTION AND RELATED MATTERS.\nInvestors and security holders may obtain free copies of the Form S-4 and the\nproxy statement/prospectus and other documents filed with the SEC by Gentherm,\nSpinCo or Modine through the website maintained by the SEC at www.sec.gov.\nCopies of the documents filed with the SEC by Gentherm are available free of\ncharge on Gentherm’s website at gentherm.com under the tab “Investors &\nMedia” and under the heading “Financial Info” and subheading “SEC\nFilings.” Copies of the documents filed with the SEC by Modine and SpinCo\nare available free of charge on Modine’s website at modine.com under the tab\n“Investors” and under the heading “Financials” and subheading “SEC\nFilings.”\n\nCautionary Statement Regarding Forward-Looking Statements\n\nThis press release includes “forward-looking statements” as that term is\ndefined in Section 27A of the Securities Act, and Section 21E of the\nSecurities Exchange Act of 1934, as amended, including statements regarding\nthe Proposed Transaction among Gentherm, Modine and SpinCo. These\nforward-looking statements may be identified by the words “believe,”\n“feel,” “project,” “expect,” “anticipate,” “appear,”\n“estimate,” “forecast,” “outlook,” “target,” “endeavor,”\n“seek,” “predict,” “intend,” “suggest,” “strategy,”\n“plan,” “may,” “could,” “should,” “will,” “would,”\n“will be,” “will continue,” “will likely result,” or the negative\nthereof or variations thereon or similar terminology generally intended to\nidentify forward-looking statements. All statements, other than historical\nfacts, including, but not limited to, statements regarding the expected timing\nof the Proposed Transaction, the amount of the cash distribution to be\nreceived by Modine and the amount of the Cash Dividend to be paid to Gentherm\nshareholders, and ownership of the combined company following the closing of\nthe Proposed Transaction are forward-looking statements.\n\nThese forward-looking statements are based on Gentherm’s and Modine’s\ncurrent expectations and are subject to risks and uncertainties surrounding\nfuture expectations generally. Actual results could differ materially from\nthose currently anticipated due to a number of risks and uncertainties, many\nof which are beyond Gentherm’s and Modine’s control. None of Gentherm,\nModine, SpinCo or any of their respective directors, executive officers,\nadvisors or representatives make any representation or provide any assurance\nor guarantee that the occurrence of the events expressed or implied in any\nforward-looking statements will actually occur, or if any of them do occur,\nwhat impact they will have on the business, results of operations or financial\ncondition of Gentherm, Modine or the combined business. Should one or more of\nthese risks or uncertainties materialize, or should underlying assumptions\nprove incorrect, actual results may vary materially from those indicated or\nanticipated by such forward-looking statements, including developments that\ncould have a material adverse effect on Gentherm’s and Modine’s businesses\nand the ability to successfully complete the Proposed Transaction and realize\nits benefits. The inclusion of such statements should not be regarded as a\nrepresentation that such plans, estimates or expectations will be achieved.\nImportant factors that could cause actual results to differ materially from\nsuch plans, estimates or expectations include, among others: (1) that one or\nmore closing conditions to the Proposed Transaction may not be satisfied or\nwaived, on a timely basis or otherwise; (2) the risk that the Proposed\nTransaction may not be completed on the terms or in the time frame expected by\nGentherm, Modine and SpinCo, or at all, in which case, the Cash Dividend will\nnot be paid, and the risk that the final aggregate and per share amounts of\nthe Cash Dividend, the final reduction in the cash distribution to Modine and\nthe final number of additional shares of Gentherm common stock issued in the\nMerger differ from the estimates described in this release; (3) unexpected\ncosts, charges or expenses resulting from the Proposed Transaction; (4)\nuncertainty of the expected financial performance of the combined company\nfollowing completion of the Proposed Transaction; (5) failure to realize the\nanticipated benefits of the Proposed Transaction, including as a result of\ndelay in completing the Proposed Transaction or integrating the businesses of\nGentherm and SpinCo, on the expected timeframe or at all; (6) the ability of\nthe combined company to implement its business strategy; (7) difficulties and\ndelays in the combined company achieving revenue and cost synergies; (8)\ninability of the combined company to retain and hire key personnel; (9) the\noccurrence of any event that could give rise to termination of the Proposed\nTransaction; (10) the risk that shareholder litigation in connection with the\nProposed Transaction or other litigation, settlements or investigations may\naffect the timing or occurrence of the Proposed Transaction or result in\nsignificant costs of defense, indemnification and liability; (11) evolving\nlegal, regulatory and tax regimes; (12) changes in general economic and/or\nindustry specific conditions or any volatility resulting from the imposition\nof and changing policies, including those policies with respect to tariffs;\n(13) actions by third parties, including government agencies; (14) the risk\nthat the anticipated tax treatment of the Proposed Transaction is not\nobtained; (15) the risk of greater than expected difficulty in separating the\nbusiness of SpinCo from the other businesses of Modine; (16) risks related to\nthe disruption of management time from ongoing business operations due to the\npendency of the Proposed Transaction, or other effects of the pendency of the\nProposed Transaction on the relationship of any of the parties to the Proposed\nTransaction with their employees, customers, suppliers, or other\ncounterparties; and (17) other risk factors detailed from time to time in\nGentherm’s and Modine’s reports filed with the SEC, including Gentherm’s\nand Modine’s annual reports on Form 10-K, quarterly reports on Form 10-Q,\ncurrent reports on Form 8-K and other documents filed with the SEC, including\ndocuments that are filed with the SEC in connection with the Proposed\nTransaction. The foregoing list of important factors is not exclusive.\n\nAny forward-looking statements speak only as of the date of this press\nrelease. None of Gentherm, Modine or SpinCo undertakes, and each party\nexpressly disclaims, any obligation to update any forward-looking statements,\nwhether as a result of new information or development, future events or\notherwise, except as required by law. Readers are cautioned not to place undue\nreliance on any of these forward-looking statements.\n\nContacts\n\nGentherm:\n\nInvestor Contact \nGregory Blanchette\ninvestors@gentherm.com  \n248.308.1702 \n\nMedia Contact \nHaley Baur \nmedia@gentherm.com  \n248.289.9711\n\nModine:\n\nInvestor Contact\nKathleen Powers\n(262) 636-1687\nkathleen.t.powers@modine.com\n\nMedia Contacts\nAdam Pollack / Sharon Stern\nJoele Frank, Wilkinson Brimmer Katcher\n(212) 355-4449\nModineMedia-JF@joelefrank.com\n\nSource: Modine\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/62c56c9b-4f1a-4132-aef2-1c345f1dd823)\n\n\n\nGlobeNewswire, Inc. 2026","article_body_html":"","raw_payload":{"data":{"id":"nGNXc0DcSN-20260917","title":"Gentherm and Modine Manufacturing Company Announce Additional Information in Connection with Proposed Combination of Gentherm and Modine’s Performance Technologies Business","author":"Globe Newswire","ticker":"MOD","created":"2026-09-17T20:34:21.133Z","tickers":["MOD","THRM"],"exchange":"NYSE","article_body":"Modine sets record date for spin-off of Performance Technologies \n\nGentherm declares special cash dividend payable following completion of the\ntransaction and conditioned on closing\n\nNOVI, Mich. and RACINE, Wis., Sept. 17, 2026 (GLOBE NEWSWIRE) -- Gentherm\n(NASDAQ: THRM) (“Gentherm”) and Modine Manufacturing Company (NYSE: MOD)\n(“Modine”) today announced additional information in connection with the\nanticipated completion of the previously announced combination of Gentherm and\nModine’s Performance Technologies business (the “Performance Technologies\nbusiness”).\n\nUnder the terms of the transaction, Modine will spin off the Performance\nTechnologies business, which is held by Platinum SpinCo Inc., a wholly owned\nsubsidiary of Modine (“SpinCo”), through a distribution of SpinCo common\nstock to Modine shareholders. Immediately following the spin-off, Platinum\nGold Merger Sub Inc., a wholly owned subsidiary of Gentherm, will merge with\nSpinCo (the “Merger”), completing the Reverse Morris Trust transaction.\n\nThe Modine Board of Directors has set the close of business on September 28,\n2026, as the record date for the SpinCo distribution. The distribution of\nSpinCo common stock is expected to occur on October 1, 2026 (the\n“distribution date”), and the Merger is expected to be completed\nimmediately following the SpinCo distribution on the same day.  \n\nIn connection with the transaction, the Gentherm Board of Directors has\ndeclared a special cash dividend (the “Cash Dividend”), which Gentherm\nestimates will be an aggregate of $58,350,533, or an estimated $1.90 per share\nof Gentherm common stock. The Cash Dividend will be payable in cash on October\n7, 2026, to Gentherm shareholders of record as of the close of business on\nSeptember 28, 2026. Payment of the Cash Dividend is conditioned upon the\nclosing of the Merger. Modine shareholders who receive shares of Gentherm\ncommon stock in the Merger will not be entitled to the Cash Dividend with\nrespect to those shares of Gentherm common stock. If the Merger is not\ncompleted, the Cash Dividend will not be paid.\n\nExchange Ratio Adjustment and Related Actions\n\nThe merger agreement provides a mechanism for preserving the tax-free nature\nof certain aspects of the transaction for U.S. federal income tax purposes to\nModine and Modine shareholders, while maintaining the economic allocation\nbetween the Modine shareholders and the Gentherm shareholders set forth in the\nmerger agreement. The mechanism includes the potential adjustment of the\nexchange ratio to be used at closing to determine the number of shares of\nGentherm common stock to be issued for each share of SpinCo common stock. The\namount of the adjustment to the exchange ratio depends principally on the\nextent to which the same persons are treated for U.S. federal income tax\npurposes as holding both Gentherm common stock and SpinCo common stock\nimmediately prior to the Merger. As previously disclosed, the adjustment is\nnot intended to impact the negotiated relative equity values of Gentherm and\nthe Performance Technologies business in connection with the merger, and\naccordingly the adjustment is expected to have a neutral effect on the\neconomics of the transaction.\n\nTrading in Modine’s and Gentherm’s common stock since the date of the\nmerger agreement has decreased the overlapping ownership described above and,\naccordingly, the parties expect the exchange ratio will be increased under the\nadjustment provisions in the merger agreement. As a result of the increase in\nthe exchange ratio, the parties expect that Gentherm will issue approximately\n2,902,466 additional shares of Gentherm common stock in the Merger. To offset\nthe value of the issuance of additional shares of Gentherm common stock in the\nMerger:\n1. The cash distribution to be paid by SpinCo to Modine prior to the Merger\nwill be reduced from $210 million to $159 million; and\n2. Gentherm will pay the Cash Dividend of approximately $58,350,533 in the\naggregate, or approximately $1.90 per share, to its shareholders.\nBased on the expected increase in the exchange ratio and the number of fully\ndiluted shares of Gentherm common stock of 31,230,226 as of September 16,\n2026, immediately after the Merger closing, Gentherm shareholders immediately\nprior to the closing are expected to own approximately 56.4% of the combined\ncompany and the former holders of SpinCo common stock immediately prior to the\nclosing are expected to own approximately 43.6% of the combined company,\nwithout taking into account any overlapping shareholder ownership.\n\nThe final exchange ratio, the final number of shares of Gentherm common stock\nto be issued in the Merger, the final amount of the reduction in the cash\ndistribution to Modine and the final aggregate and per share amounts of the\nCash Dividend will be determined in connection with the closing of the Merger\nand may differ from the estimates described above. The final exchange ratio,\nand the number of shares of Gentherm common stock issuable in respect of each\nshare of Modine common stock will be announced by press release and Current\nReports on Form 8-K filed by Gentherm and Modine on or promptly following the\nclosing date.\n\nSpinCo Distribution and Conversion of SpinCo Shares in the Merger\n\nEach Modine shareholder will receive one share of SpinCo common stock for each\nshare of Modine common stock they hold as of the record date for the SpinCo\ndistribution, and each share of SpinCo common stock will automatically convert\nin the Merger into the right to receive a number of shares of Gentherm common\nstock equal to the exchange ratio.\n\nModine shareholders do not need to pay any consideration, exchange or\nsurrender their Modine common stock or take any other action to receive the\nGentherm common stock in the transaction, other than to hold Modine common\nstock as of the September 28, 2026 record date for the SpinCo distribution.\nShares of Gentherm common stock will be delivered in book-entry form as\npromptly as practicable following the closing. No fractional shares of\nGentherm common stock will be issued. Instead, fractional shares that Modine\nshareholders would otherwise be entitled to receive will be aggregated and\nsold in the open market, and the net cash proceeds, after deducting brokerage\ncharges, commissions and applicable taxes, will be distributed on a pro rata\nbasis to the shareholders otherwise entitled to them.\n\nFollowing the closing of the transaction, Modine shareholders will continue to\nhold, along with the shares of Gentherm common stock received in the\ncombination, the same number of shares of Modine common stock they held\nimmediately prior to the close of the transaction.\n\nClosing Conditions\n\nModine received a favorable Private Letter Ruling from the Internal Revenue\nService regarding matters relating to the U.S. federal income tax consequences\nof the transaction, and at Gentherm’s special meeting of shareholders held\non September 10, 2026, Gentherm shareholders approved the issuance of shares\nof Gentherm common stock in the Merger and an amendment to Gentherm’s\nArticles of Incorporation to increase the number of authorized shares of\nGentherm common stock.\n\nThe closing of the transaction is subject to the satisfaction or waiver of the\nother closing conditions specified in the transaction agreements including,\namong others, consummation of the SpinCo financing, the continued validity of\nthe Private Letter Ruling, Modine’s receipt of a solvency opinion and\napproval for listing on the Nasdaq Stock Market of the shares of Gentherm\ncommon stock to be issued in the transaction. If these conditions are not\nsatisfied or waived, the distribution date may be postponed and a new record\ndate for the SpinCo distribution may be set, in which case the due bill period\ndescribed below would be adjusted accordingly. A new record date for the Cash\nDividend may also be set. There can be no assurance that the distribution and\nthe combination will be completed on the anticipated timeline or at all.\n\nTrading Information\n\nModine has been advised by the New York Stock Exchange (the “NYSE”) that,\nbeginning on September 28, 2026 and continuing through and including the\nclosing date of the transaction, which is anticipated to be October 1, 2026,\nshares of Modine common stock will trade with “due bills” representing the\nright to receive the SpinCo common stock distribution (which shares of SpinCo\ncommon stock would be converted into shares of Gentherm common stock as a\nresult of the transaction on the closing date of the transaction).\n\nDue bills are expected to be removed, and Modine common stock is expected to\nbegin trading without the entitlement to receive the SpinCo common stock\ndistribution or the shares of Gentherm common stock, on October 2, 2026 (the\n“ex-spin date”), which is the first trading day following the anticipated\nclosing date. Trades in Modine common stock executed with due bills attached\nare expected to settle on October 2, 2026. Modine has been advised by the NYSE\nthat the last sale price of Modine common stock will be adjusted on the\nex-spin date to reflect the value of the shares of Gentherm common stock\ndistributable in respect of each share of Modine common stock.\n\nModine shareholders who sell shares of Modine common stock in the “regular\nway” market (that is, with due bills attached) on or after September 28,\n2026 and on or before the closing date of the transaction will also sell their\nright to receive shares of Gentherm common stock in the transaction, even if\nthey held Modine common stock at the close of business on the record date.\nModine has been advised by the NYSE that no “ex-distribution” market in\nModine common stock will be available prior to the closing date.\n\nIn all cases, investors should consult with their financial and tax advisors\nregarding the specific implications of selling shares of Modine common stock,\nincluding implications for the right to receive shares of SpinCo common stock\nas a result of the distribution as well as shares of Gentherm common stock as\na result of the combination of SpinCo with Gentherm.\n\nAbout Gentherm\n\nGentherm (NASDAQ: THRM) is a global market leader of innovative thermal\nmanagement and pneumatic comfort technologies. Automotive products include\nClimate Control Seats (CCS®), Climate Control Interiors (CCI™), Lumbar and\nMassage Comfort Solutions, and Valve Systems. Medical products include patient\ntemperature management systems. Gentherm is also developing a number of new\ntechnologies and products that will help enable improvements to existing\nproducts and to create new product applications for existing and new markets.\nGentherm has more than 14,000 employees in facilities across 13 countries. In\n2025, the company recorded annual sales of approximately $1.5 billion and\nsecured $2.2 billion in automotive new business awards. For more information,\ngo to www.gentherm.com. \n\nAbout Modine\n\nFor more than 100 years, Modine has solved the toughest thermal management\nchallenges for mission-critical applications. Our purpose of Engineering a\nCleaner, Healthier World™ means we are always evolving our portfolio of\ntechnologies to provide the latest heating, cooling, and ventilation\nsolutions. Through the hard work of more than 13,000 employees worldwide, our\nbusinesses advance our purpose with systems that improve air quality, reduce\nenergy and water consumption, lower harmful emissions, enable cleaner running\nvehicles, and use environmentally friendly refrigerants. Modine is a global\ncompany headquartered in Racine, Wisconsin (U.S.), with operations in North\nAmerica, South America, Europe, and Asia. For more information about Modine,\nvisit www.modine.com.\n\nNo Offer or Solicitation\n\nThis press release is not intended to and does not constitute an offer to sell\nor the solicitation of an offer to buy or exchange any securities or a\nsolicitation of any vote or approval in any jurisdiction, nor shall there be\nany sale, issuance or transfer of securities in any jurisdiction in which such\noffer, solicitation or sale would be unlawful prior to registration or\nqualification under the securities laws of any such jurisdiction. It does not\nconstitute a prospectus or prospectus equivalent document. No offering or sale\nof securities shall be made except by means of a prospectus meeting the\nrequirements of Section 10 of the Securities Act of 1933, as amended (the\n“Securities Act”), and otherwise in accordance with applicable law.\n\nAdditional Information and Where to Find It\n\nIn connection with the proposed transaction between Modine and Gentherm (the\n“Proposed Transaction”), the parties have filed relevant materials with\nthe U.S. Securities and Exchange Commission (the “SEC”), including, among\nother filings, a registration statement on Form S-4 filed by Gentherm (the\n“Form S-4”), which was declared effective by the SEC and includes a\ndefinitive proxy statement/prospectus of Gentherm, which has been mailed to\nshareholders of Gentherm, and a registration statement on Form 10 (the “Form\n10”) filed by SpinCo, which was declared effective by the SEC, that\nincorporates by reference certain portions of the Form S-4 and serves as an\nproxy information statement/prospectus in connection with the spin-off of\nSpinCo from Modine. INVESTORS AND SECURITY HOLDERS OF GENTHERM AND MODINE ARE\nURGED TO READ THE PROXY STATEMENT/PROSPECTUS, THE INFORMATION\nSTATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS THAT HAVE BEEN OR MAY BE FILED\nWITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,\nCAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION\nABOUT GENTHERM, MODINE, SPINCO, THE PROPOSED TRANSACTION AND RELATED MATTERS.\nInvestors and security holders may obtain free copies of the Form S-4 and the\nproxy statement/prospectus and other documents filed with the SEC by Gentherm,\nSpinCo or Modine through the website maintained by the SEC at www.sec.gov.\nCopies of the documents filed with the SEC by Gentherm are available free of\ncharge on Gentherm’s website at gentherm.com under the tab “Investors &\nMedia” and under the heading “Financial Info” and subheading “SEC\nFilings.” Copies of the documents filed with the SEC by Modine and SpinCo\nare available free of charge on Modine’s website at modine.com under the tab\n“Investors” and under the heading “Financials” and subheading “SEC\nFilings.”\n\nCautionary Statement Regarding Forward-Looking Statements\n\nThis press release includes “forward-looking statements” as that term is\ndefined in Section 27A of the Securities Act, and Section 21E of the\nSecurities Exchange Act of 1934, as amended, including statements regarding\nthe Proposed Transaction among Gentherm, Modine and SpinCo. These\nforward-looking statements may be identified by the words “believe,”\n“feel,” “project,” “expect,” “anticipate,” “appear,”\n“estimate,” “forecast,” “outlook,” “target,” “endeavor,”\n“seek,” “predict,” “intend,” “suggest,” “strategy,”\n“plan,” “may,” “could,” “should,” “will,” “would,”\n“will be,” “will continue,” “will likely result,” or the negative\nthereof or variations thereon or similar terminology generally intended to\nidentify forward-looking statements. All statements, other than historical\nfacts, including, but not limited to, statements regarding the expected timing\nof the Proposed Transaction, the amount of the cash distribution to be\nreceived by Modine and the amount of the Cash Dividend to be paid to Gentherm\nshareholders, and ownership of the combined company following the closing of\nthe Proposed Transaction are forward-looking statements.\n\nThese forward-looking statements are based on Gentherm’s and Modine’s\ncurrent expectations and are subject to risks and uncertainties surrounding\nfuture expectations generally. Actual results could differ materially from\nthose currently anticipated due to a number of risks and uncertainties, many\nof which are beyond Gentherm’s and Modine’s control. None of Gentherm,\nModine, SpinCo or any of their respective directors, executive officers,\nadvisors or representatives make any representation or provide any assurance\nor guarantee that the occurrence of the events expressed or implied in any\nforward-looking statements will actually occur, or if any of them do occur,\nwhat impact they will have on the business, results of operations or financial\ncondition of Gentherm, Modine or the combined business. Should one or more of\nthese risks or uncertainties materialize, or should underlying assumptions\nprove incorrect, actual results may vary materially from those indicated or\nanticipated by such forward-looking statements, including developments that\ncould have a material adverse effect on Gentherm’s and Modine’s businesses\nand the ability to successfully complete the Proposed Transaction and realize\nits benefits. The inclusion of such statements should not be regarded as a\nrepresentation that such plans, estimates or expectations will be achieved.\nImportant factors that could cause actual results to differ materially from\nsuch plans, estimates or expectations include, among others: (1) that one or\nmore closing conditions to the Proposed Transaction may not be satisfied or\nwaived, on a timely basis or otherwise; (2) the risk that the Proposed\nTransaction may not be completed on the terms or in the time frame expected by\nGentherm, Modine and SpinCo, or at all, in which case, the Cash Dividend will\nnot be paid, and the risk that the final aggregate and per share amounts of\nthe Cash Dividend, the final reduction in the cash distribution to Modine and\nthe final number of additional shares of Gentherm common stock issued in the\nMerger differ from the estimates described in this release; (3) unexpected\ncosts, charges or expenses resulting from the Proposed Transaction; (4)\nuncertainty of the expected financial performance of the combined company\nfollowing completion of the Proposed Transaction; (5) failure to realize the\nanticipated benefits of the Proposed Transaction, including as a result of\ndelay in completing the Proposed Transaction or integrating the businesses of\nGentherm and SpinCo, on the expected timeframe or at all; (6) the ability of\nthe combined company to implement its business strategy; (7) difficulties and\ndelays in the combined company achieving revenue and cost synergies; (8)\ninability of the combined company to retain and hire key personnel; (9) the\noccurrence of any event that could give rise to termination of the Proposed\nTransaction; (10) the risk that shareholder litigation in connection with the\nProposed Transaction or other litigation, settlements or investigations may\naffect the timing or occurrence of the Proposed Transaction or result in\nsignificant costs of defense, indemnification and liability; (11) evolving\nlegal, regulatory and tax regimes; (12) changes in general economic and/or\nindustry specific conditions or any volatility resulting from the imposition\nof and changing policies, including those policies with respect to tariffs;\n(13) actions by third parties, including government agencies; (14) the risk\nthat the anticipated tax treatment of the Proposed Transaction is not\nobtained; (15) the risk of greater than expected difficulty in separating the\nbusiness of SpinCo from the other businesses of Modine; (16) risks related to\nthe disruption of management time from ongoing business operations due to the\npendency of the Proposed Transaction, or other effects of the pendency of the\nProposed Transaction on the relationship of any of the parties to the Proposed\nTransaction with their employees, customers, suppliers, or other\ncounterparties; and (17) other risk factors detailed from time to time in\nGentherm’s and Modine’s reports filed with the SEC, including Gentherm’s\nand Modine’s annual reports on Form 10-K, quarterly reports on Form 10-Q,\ncurrent reports on Form 8-K and other documents filed with the SEC, including\ndocuments that are filed with the SEC in connection with the Proposed\nTransaction. The foregoing list of important factors is not exclusive.\n\nAny forward-looking statements speak only as of the date of this press\nrelease. None of Gentherm, Modine or SpinCo undertakes, and each party\nexpressly disclaims, any obligation to update any forward-looking statements,\nwhether as a result of new information or development, future events or\notherwise, except as required by law. Readers are cautioned not to place undue\nreliance on any of these forward-looking statements.\n\nContacts\n\nGentherm:\n\nInvestor Contact \nGregory Blanchette\ninvestors@gentherm.com  \n248.308.1702 \n\nMedia Contact \nHaley Baur \nmedia@gentherm.com  \n248.289.9711\n\nModine:\n\nInvestor Contact\nKathleen Powers\n(262) 636-1687\nkathleen.t.powers@modine.com\n\nMedia Contacts\nAdam Pollack / Sharon Stern\nJoele Frank, Wilkinson Brimmer Katcher\n(212) 355-4449\nModineMedia-JF@joelefrank.com\n\nSource: Modine\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/62c56c9b-4f1a-4132-aef2-1c345f1dd823)\n\n\n\nGlobeNewswire, Inc. 2026"},"type":"article","timestamp":"2026-09-17T20:34:21.190287418Z","server_sent_at_ms":1789677261190},"received_at":"2026-09-17T20:34:21.352Z","source_url":null},"analysis":{"id":"135794","press_release_id":"146962","analysis_json":{"industry":{"label":"Machinery","sector":"Industrials"},"redFlags":["Modine's upfront cash distribution cut from $210 million to $159 million (a $51 million reduction) under the exchange-ratio adjustment mechanism","Special dividend and spin-off are conditioned on merger closing; release explicitly warns completion is not assured on the anticipated timeline or at all","Final exchange ratio, share issuance, cash distribution reduction, and dividend amounts are estimates subject to change at closing","Selling MOD shares in the due-bills period (from Sept 28 through closing) forfeits the right to receive Gentherm shares even if held on the record date"],"eventType":"m_and_a","narrative":"Modine set September 28, 2026 as the record date for the spin-off of its Performance Technologies business, with the SpinCo distribution and its merger into Gentherm expected on October 1, 2026 to complete the Reverse Morris Trust transaction.\n\nBecause trading since signing reduced overlapping ownership, the exchange ratio is expected to increase, adding roughly 2,902,466 Gentherm shares to be issued; to offset this, the cash distribution from SpinCo to Modine drops from $210 million to $159 million and Gentherm will pay a special cash dividend of about $58.35 million, or roughly $1.90 per THRM share. Post-close, Gentherm holders are expected to own about 56.4% of the combined company and former SpinCo holders about 43.6%.\n\nKey approvals are in hand — a favorable IRS Private Letter Ruling and Gentherm shareholder approval on September 10 — but closing still hinges on SpinCo financing, a solvency opinion, Nasdaq listing approval, and continued validity of the tax ruling. MOD shares trade with due bills from September 28 through closing, so holders who sell before the October 1 close forfeit their right to the Gentherm shares, and the dividend itself is payable only if the merger closes.","sentiment":"neutral","agentHooks":{"shouldPost":true,"suggestedAngle":"Modine's Performance Technologies spin into Gentherm is days away — record date Sept 28, distribution Oct 1; hold MOD through close to capture THRM shares, but note Modine's upfront cash was trimmed to $159M."},"keyFigures":{"customDimensions":{"spinco_record_date":"September 28, 2026","expected_ex_spin_date":"October 2, 2026","cash_dividend_payment_date":"October 7, 2026","special_cash_dividend_total":58350533,"gentherm_fully_diluted_shares":31230226,"special_cash_dividend_per_share":1.9,"pro_forma_ownership_gentherm_holders":"56.4%","expected_distribution_and_merger_date":"October 1, 2026","cash_distribution_to_modine_reduced_to":"$159 million","additional_gentherm_shares_to_be_issued":2902466,"cash_distribution_to_modine_reduced_from":"$210 million","pro_forma_ownership_former_spinco_holders":"43.6%"}},"quotedText":"There can be no assurance that the distribution and the combination will be completed on the anticipated timeline or at all.","namedEntities":{"people":[],"products":["Performance Technologies business"],"companies":[{"name":"Modine Manufacturing Company","ticker":"MOD","relationship":"filer / parent spinning off Performance Technologies business"},{"name":"Gentherm","ticker":"THRM","relationship":"merger counterparty combining with Modine's spun-off unit"},{"name":"Platinum SpinCo Inc.","relationship":"wholly owned Modine subsidiary holding the Performance Technologies business"},{"name":"Platinum Gold Merger Sub Inc.","relationship":"wholly owned Gentherm subsidiary merging with SpinCo"}],"dollarAmounts":[{"amount":"$58,350,533","context":"estimated aggregate special cash dividend to be paid by Gentherm, conditioned on merger closing"},{"amount":"$1.90","context":"estimated per-share special cash dividend of Gentherm common stock"},{"amount":"$210 million","context":"original cash distribution from SpinCo to Modine prior to the merger"},{"amount":"$159 million","context":"reduced cash distribution from SpinCo to Modine prior to the merger"},{"amount":"$1.5 billion","context":"Gentherm 2025 annual sales (background)"},{"amount":"$2.2 billion","context":"Gentherm 2025 automotive new business awards (background)"}]},"materialImpact":{"score":3,"reasoning":"Execution milestone for the previously announced Reverse Morris Trust combination: Modine set the Sept 28, 2026 record date and Oct 1, 2026 distribution/merger dates, but the release also cuts Modine's upfront cash distribution from $210M to $159M and leaves completion subject to remaining closing conditions. Not a new deal announcement, so below top M&A materiality."},"tickerRelevance":{"others":[{"ticker":"THRM","relevance":"merger counterparty — will combine with Modine's spun-off Performance Technologies business and pay the special dividend"}],"primary":"MOD"},"globalImportance":48,"audienceRelevance":50,"eventTypeSecondary":["dividend"],"importanceComponents":{"tickerTier":"mid-cap","eventGravity":"transaction-execution milestone on previously announced Reverse Morris Trust spin-off/merger","sectorWeight":"industrial thermal management with data-center cooling retail following","proceduralVsNewNews":"mostly procedural dates/mechanics with one economically relevant change (cash distribution cut)","retailFavoriteBoost":"MOD has elevated retail interest from data-center cooling theme","transactionStructure":"spin-off + merger (Performance Technologies into Gentherm)","cashReductionToModine":"$51 million"}},"event_type":"m_and_a","event_type_secondary":["dividend"],"sentiment":"neutral","material_impact_score":3,"narrative":"Modine set September 28, 2026 as the record date for the spin-off of its Performance Technologies business, with the SpinCo distribution and its merger into Gentherm expected on October 1, 2026 to complete the Reverse Morris Trust transaction.\n\nBecause trading since signing reduced overlapping ownership, the exchange ratio is expected to increase, adding roughly 2,902,466 Gentherm shares to be issued; to offset this, the cash distribution from SpinCo to Modine drops from $210 million to $159 million and Gentherm will pay a special cash dividend of about $58.35 million, or roughly $1.90 per THRM share. Post-close, Gentherm holders are expected to own about 56.4% of the combined company and former SpinCo holders about 43.6%.\n\nKey approvals are in hand — a favorable IRS Private Letter Ruling and Gentherm shareholder approval on September 10 — but closing still hinges on SpinCo financing, a solvency opinion, Nasdaq listing approval, and continued validity of the tax ruling. MOD shares trade with due bills from September 28 through closing, so holders who sell before the October 1 close forfeit their right to the Gentherm shares, and the dividend itself is payable only if the merger closes.","key_figures":{"customDimensions":{"spinco_record_date":"September 28, 2026","expected_ex_spin_date":"October 2, 2026","cash_dividend_payment_date":"October 7, 2026","special_cash_dividend_total":58350533,"gentherm_fully_diluted_shares":31230226,"special_cash_dividend_per_share":1.9,"pro_forma_ownership_gentherm_holders":"56.4%","expected_distribution_and_merger_date":"October 1, 2026","cash_distribution_to_modine_reduced_to":"$159 million","additional_gentherm_shares_to_be_issued":2902466,"cash_distribution_to_modine_reduced_from":"$210 million","pro_forma_ownership_former_spinco_holders":"43.6%"}},"named_entities":{"people":[],"products":["Performance Technologies business"],"companies":[{"name":"Modine Manufacturing Company","ticker":"MOD","relationship":"filer / parent spinning off Performance Technologies business"},{"name":"Gentherm","ticker":"THRM","relationship":"merger counterparty combining with Modine's spun-off unit"},{"name":"Platinum SpinCo Inc.","relationship":"wholly owned Modine subsidiary holding the Performance Technologies business"},{"name":"Platinum Gold Merger Sub Inc.","relationship":"wholly owned Gentherm subsidiary merging with SpinCo"}],"dollarAmounts":[{"amount":"$58,350,533","context":"estimated aggregate special cash dividend to be paid by Gentherm, conditioned on merger closing"},{"amount":"$1.90","context":"estimated per-share special cash dividend of Gentherm common stock"},{"amount":"$210 million","context":"original cash distribution from SpinCo to Modine prior to the merger"},{"amount":"$159 million","context":"reduced cash distribution from SpinCo to Modine prior to the merger"},{"amount":"$1.5 billion","context":"Gentherm 2025 annual sales (background)"},{"amount":"$2.2 billion","context":"Gentherm 2025 automotive new business awards (background)"}]},"model_name":"glm-5.3-flash","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-09-17T20:35:14.017Z","global_importance":48,"audience_relevance":50,"importance_components":{"tickerTier":"mid-cap","eventGravity":"transaction-execution milestone on previously announced Reverse Morris Trust spin-off/merger","sectorWeight":"industrial thermal management with data-center cooling retail following","proceduralVsNewNews":"mostly procedural dates/mechanics with one economically relevant change (cash distribution cut)","retailFavoriteBoost":"MOD has elevated retail interest from data-center cooling theme","transactionStructure":"spin-off + merger (Performance Technologies into Gentherm)","cashReductionToModine":"$51 million"}},"durationMs":52653,"modelName":"glm-5.3-flash"}}