Gentherm (NASDAQ: THRM) to add Modine Performance Technologies in merger plan

Rhea-AI Filing Summary

Gentherm Incorporated plans a business combination with Platinum SpinCo Inc., a Modine subsidiary that will hold Modine Performance Technologies. Modine Performance Technologies is described as a leading provider of mission‑critical thermal management solutions for commercial vehicles, heavy equipment and power generation.

The combination is expected to create a larger thermal management platform with broader technologies, precision flow capabilities, global reach and deeper customer relationships. Gentherm expects the transaction to close in the fourth quarter of calendar year 2026, subject to shareholder and regulatory approvals and other customary conditions.

Until closing, Gentherm and Modine Performance Technologies will operate independently and existing contracts remain in place. The companies plan to file a Form S‑4 and a Form 10 with the SEC, and urge investors to read the proxy and information materials when available due to the detailed risks and conditions involved.

Insights

M&A and industrials analyst

Gentherm plans to add Modine’s thermal unit, expanding scale but with deal risks.

Gentherm intends to combine with Modine’s SpinCo holding Modine Performance Technologies, a long‑standing thermal management supplier across commercial vehicles, heavy equipment and power generation, with operations in North and South America, Europe and Asia. The plan emphasizes a broader product portfolio and precision flow capabilities.

The communication highlights expected strategic benefits such as expanded technology, engineering depth and customer coverage, but it also notes standard uncertainties. Completion depends on regulatory clearances and approval by Gentherm shareholders, and includes typical integration, synergy and separation risks for both Gentherm and Modine.

The parties expect closing in the fourth quarter of calendar year 2026, but forward‑looking statements stress that timing, structure, synergies and even completion of the transaction could differ materially if conditions are not met or if risks such as regulatory delays, higher‑than‑expected costs, or difficulties retaining key personnel emerge.

Filed by Gentherm Incorporated

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Gentherm Incorporated

Commission File No.: 000-21810

The following communication is being filed in connection with the proposed business combination between Gentherm Incorporated (“Gentherm”) and Platinum SpinCo Inc. (“SpinCo”), a wholly owned subsidiary of Modine Manufacturing Co. (“Modine”)

Partner Note

To: Gentherm Partners

From: Bill Presley

Date: January 29, 2026

Subject: Important Update from Gentherm

Dear [INSERT PARTNER NAME],

We’re excited to share that Gentherm has entered into a definitive agreement through which Modine Performance Technologies will combine with and become a part of Gentherm. Modine Performance Technologies is a leading provider of highly engineered, mission-critical thermal management solutions – using both air-cooled and liquid-cooled technologies – across the commercial vehicle, heavy-duty equipment, and fast-growing power generation end markets. The business brings more than 100 years of innovation and a global presence with operations in North America, South America, Europe, and Asia. It also brings long-standing relationships and brand recognition across blue-chip customer bases. A copy of the press release we issued can be found here [INSERT LINK].

This combination will establish Gentherm as a scaled leader in thermal management solutions with expanded technologies and capabilities in precision flow management. We will offer a broader portfolio of thermal management solutions, greater technology and engineering expertise, expanded customer coverage, and improved service delivery worldwide. For our partnership with you, this combination means new opportunities to collaborate, a broader portfolio of technologies to bring to market, and a larger global footprint to support shared growth.

We expect the transaction to close in the fourth quarter of calendar year 2026. Until then, Gentherm and Modine Performance Technologies will remain separate and continue to operate independently. This announcement has no impact on our existing contracts and agreements – our commitment to working closely with you is unchanged and we will continue to deliver the quality, reliability, and service you expect from us.

Our team will connect with you soon to answer questions, gather your input, and discuss how we can continue to build on our partnership through this exciting next chapter for Gentherm. Please do not hesitate to contact us if you have any questions.

Thank you again for your trust in Gentherm. We look forward to continuing to partner with you in the years to come.

Best regards,

Bill

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NO OFFER OR SOLICITATION

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. It does not constitute a prospectus or prospectus equivalent document. No offering or sale of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”), and otherwise in accordance with applicable law.

Additional Information and Where to Find It

In connection with the proposed transaction between Modine, SpinCo and Gentherm (the “Proposed Transaction”), the parties intend to file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including, among other filings, a registration statement on Form S-4 to be filed by Gentherm (the “Form S-4”) that will include a preliminary proxy statement/prospectus of Gentherm and a definitive proxy statement/prospectus of Gentherm, the latter of which will be mailed to shareholders of Gentherm, and a registration statement on Form 10 to be filed by SpinCo that will incorporate by reference certain portions of the Form S-4 and will serve as an information statement/prospectus in connection with the spin-off of SpinCo from Modine. INVESTORS AND SECURITY HOLDERS OF GENTHERM AND MODINE ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, THE INFORMATION STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GENTHERM, MODINE, SPINCO, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Form S-4 and the proxy statement/prospectus (when available) and other documents filed with the SEC by Gentherm, SpinCo or Modine through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Gentherm will be available free of charge on Gentherm’s website at ir.Gentherm.com under the tab “Financial Info” and under the heading “SEC Filings.” Copies of the documents filed with the SEC by Modine and SpinCo will be available free of charge on Modine’s website at investors.Modine.com under the tab “Financials” and under the heading “SEC Filings.”

Participants in the Solicitation

Gentherm, Modine and their respective directors and executive officers and other members of management and employees may be considered participants in the solicitation of proxies from Gentherm stockholders in connection with the Proposed Transaction. Information about the directors and executive officers of Gentherm is set forth in its Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 19, 2025, and its proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on March 27, 2025. To the extent holdings of Gentherm’s securities by its directors or executive officers have changed since the amounts set forth in such filings, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. Information about the directors and executive officers of Gentherm and other information regarding the potential participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the Proposed Transaction. Information about the directors and executive officers of Modine is set forth in its Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the SEC on May 21, 2025, and its proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on July 9, 2025. To the extent holdings of Modine’s securities by its directors or executive officers have changed since the amounts set forth in such filings, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. You may obtain these documents (when they become available) free of charge through the website maintained by the SEC at www.sec.gov and from Gentherm’s website and Modine’s website as described above.

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Cautionary Statement Regarding Forward-Looking Statements

This communication includes “forward-looking statements” as that term is defined in Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Proposed Transaction among Gentherm, Modine and SpinCo. These forward-looking statements may be identified by the words “believe,” “feel,” “project,” “expect,” “anticipate,” “appear,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “suggest,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding the expected timing and structure of the Proposed Transaction, the ability of the parties to complete the Proposed Transaction, the expected benefits of the Proposed Transaction, including future financial and operating results, anticipated strategic benefits of the Proposed Transaction, the amount and timing of synergies from the Proposed Transaction, the tax consequences of the Proposed Transaction, the terms and scope of the expected financing in connection with the Proposed Transaction, the aggregate amount of indebtedness of the combined company following the closing of the Proposed Transaction, the combined company’s plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are forward-looking statements.

These forward-looking statements are based on Gentherm’s and Modine’s current expectations and are subject to risks and uncertainties surrounding future expectations generally. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties, many of which are beyond Gentherm’s and Modine’s control. None of Gentherm, Modine, SpinCo or any of their respective directors, executive officers, advisors or representatives make any representation or provide any assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur, or if any of them do occur, what impact they will have on the business, results of operations or financial condition of Gentherm, Modine or the combined business. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements, including developments that could have a material adverse effect on Gentherm’s and Modine’s businesses and the ability to successfully complete the Proposed Transaction and realize its benefits. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) that one or more closing conditions to the Proposed Transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Proposed Transaction, may require conditions, limitations or restrictions in connection with such approvals or that the required approval by the shareholders of Gentherm may not be obtained; (2) the risk that the Proposed Transaction may not be completed on the terms or in the time frame expected by Gentherm, Modine and SpinCo, or at all; (3) unexpected costs, charges or expenses resulting from the Proposed Transaction; (4) uncertainty of the expected financial performance of the combined company following completion of the Proposed Transaction; (5) failure to realize the anticipated benefits of the Proposed Transaction, including as a result of delay in completing the Proposed Transaction or integrating the businesses of Gentherm and SpinCo, on the expected timeframe or at all; (6) the ability of the combined company to implement its business strategy; (7) difficulties and delays in the combined company achieving revenue and cost synergies; (8) inability of the combined company to retain and hire key personnel; (9) the occurrence of any event that could give rise to termination of the Proposed Transaction; (10) the risk that shareholder litigation in connection with the Proposed Transaction or other litigation, settlements or investigations may affect the timing or occurrence of the Proposed Transaction or result in significant costs of defense, indemnification and liability; (11) evolving legal, regulatory and tax regimes; (12) changes in general economic and/or industry specific conditions or any volatility resulting from the imposition of and changing policies, including those policies with respect to tariffs; (13) actions by third parties, including government agencies; (14) the risk that the anticipated tax treatment of the Proposed Transaction is not obtained; (15) the risk of greater than expected difficulty in separating the business of SpinCo from the other businesses of Modine; (16) risks related to the disruption of management time from ongoing business operations due to the pendency of the Proposed Transaction, or other effects of the pendency of the Proposed Transaction on the relationship of any of the parties to the Proposed Transaction with their employees, customers, suppliers, or other

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counterparties; and (17) other risk factors detailed from time to time in Gentherm’s and Modine’s reports filed with the SEC, including Gentherm’s and Modine’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including documents that will be filed with the SEC in connection with the Proposed Transaction. The foregoing list of important factors is not exclusive.

Any forward-looking statements speak only as of the date of this communication. None of Gentherm, Modine or SpinCo undertakes, and each party expressly disclaims, any obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

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FAQ

What business combination has Gentherm (THRM) announced with Modine?

Gentherm plans a business combination with Platinum SpinCo Inc., a Modine subsidiary that will hold Modine Performance Technologies. This unit provides mission‑critical thermal management solutions for commercial vehicles, heavy‑duty equipment and power generation, aiming to broaden Gentherm’s technologies and customer reach.

Who is Modine Performance Technologies in Gentherm’s proposed deal?

Modine Performance Technologies is described as a leading provider of highly engineered thermal management solutions, using air‑ and liquid‑cooled technologies. It serves commercial vehicle, heavy‑duty equipment and power generation markets, with more than 100 years of innovation and operations across North America, South America, Europe and Asia.

When is the Gentherm and Modine Performance Technologies transaction expected to close?

Gentherm expects the transaction involving Modine Performance Technologies, through Platinum SpinCo Inc., to close in the fourth quarter of calendar year 2026. Closing depends on satisfying closing conditions, including required shareholder approvals, regulatory clearances and other customary conditions detailed in future SEC filings.

How will the Gentherm–Modine transaction affect existing partner contracts?

Gentherm states that existing contracts and agreements are not affected by this announcement. Until the proposed transaction closes, Gentherm and Modine Performance Technologies will operate independently and continue delivering the quality, reliability and service partners currently receive under their existing commercial arrangements.

What SEC filings will be made for the Gentherm and Modine Proposed Transaction?

The parties plan to file a registration statement on Form S‑4 that includes a proxy statement/prospectus for Gentherm and a registration statement on Form 10 for SpinCo. These documents will describe the transaction structure, spin‑off details and related risks, and will be available free on the SEC’s website.

What key risks and conditions are highlighted for the Gentherm–Modine deal?

The communication lists risks such as failure to obtain shareholder or regulatory approvals, potential delays, higher‑than‑expected costs, difficulty realizing synergies, challenges integrating businesses, and possible litigation. It cautions that these factors could materially affect timing, completion and expected benefits of the Proposed Transaction.