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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.
Gentherm Incorporated plans a business combination with Modine’s Modine Performance Technologies business, which will be contributed to Platinum SpinCo Inc. and then combined with Gentherm. Modine Performance Technologies supplies mission-critical thermal management solutions for commercial vehicles, heavy equipment and power generation across global markets.
The combination is described as creating a scaled leader in thermal management with broader technologies, precision flow capabilities and wider customer coverage. Closing is targeted for the fourth quarter of calendar 2026, and Gentherm and Modine Performance Technologies will operate separately until then, with existing customer contracts and service commitments unchanged.
Gentherm plans to combine with Modine’s Performance Technologies business through a spin-off and merger structure, creating a larger thermal management company focused on precision flow management. Modine will first separate Modine Performance Technologies into SpinCo, which will then merge with Gentherm.
The combined business will operate under the Gentherm name, with B. Presley remaining CEO and Modine Performance Technologies’ president, Jeremy Patten, leading that division. Modine Performance Technologies contributes a global footprint in 10 countries and approximately 5,000+ employees. The companies expect the transaction to close in the fourth quarter of calendar year 2026, subject to shareholder and regulatory approvals and other closing conditions, and outline numerous risks and uncertainties through forward-looking statements.
Gentherm Incorporated entered into definitive agreements with Modine Manufacturing for a Reverse Morris Trust transaction involving Modine’s Performance Technologies business. Modine will move this business into a new subsidiary, SpinCo, distribute SpinCo shares to its own shareholders, then SpinCo will merge into a Gentherm subsidiary.
After the merger, SpinCo will be a wholly owned Gentherm subsidiary, with existing Gentherm shareholders owning approximately 60.0% of Gentherm and former SpinCo shareholders owning approximately 40.0% of Gentherm on a fully diluted basis, disregarding shareholder overlap. Before Modine’s spin‑off, SpinCo will make a $210 million cash distribution to Modine, funded by a committed 364‑day bridge loan facility that is expected to be refinanced with permanent debt. The deal includes extensive separation, indemnification and transition arrangements, requires Gentherm shareholder approval, multiple regulatory and tax approvals, and allows termination with, in certain cases, a $45 million fee payable by Gentherm.
Gentherm Incorporated announced a definitive Reverse Morris Trust transaction with Modine Manufacturing to combine Gentherm with Modine’s Performance Technologies business held in Platinum SpinCo Inc. After closing, Gentherm shareholders are expected to own approximately 60% of the combined company, with former SpinCo shareholders owning about 40% on a fully diluted basis.
Modine will first separate the Performance Technologies business into SpinCo, then distribute SpinCo shares pro rata to Modine shareholders, after which SpinCo will merge with a Gentherm subsidiary. Prior to the spin-off, SpinCo will pay Modine a $210 million cash distribution, funded by a committed 364-day bridge facility expected to be refinanced with permanent debt that will sit at a Gentherm subsidiary.
The deal, unanimously approved by both boards, includes customary separation arrangements, mutual indemnities, Gentherm shareholder approval, multiple regulatory and tax conditions, and a $45 million termination fee payable by Gentherm to Modine under specified circumstances.
Gentherm plans to combine with Modine’s Performance Technologies business in a Reverse Morris Trust transaction valued at approximately $1.0 billion. Modine is expected to receive a $210 million cash distribution and about 21 million new Gentherm shares, with post-deal ownership around 60% Gentherm shareholders and 40% Modine shareholders.
The combined company is projected to have $2.6 billion in pro forma revenue, a post-synergy adjusted EBITDA margin of 13% and net leverage of roughly 1.0x, with closing targeted for the fourth quarter of 2026. Gentherm also raised its preliminary 2025 product revenue range to $1.49–$1.50 billion, while trimming adjusted EBITDA to $173–$177 million, implying an 11.6%–11.8% margin.
Gentherm Incorporated filed an 8-K announcing a planned combination of Gentherm with the Performance Technologies business of Modine Manufacturing Co. (the “Proposed Transaction”). The Modine business will be separated into a new company, SpinCo, which will then be involved in the transaction with Gentherm.
Gentherm issued a press release and investor presentation about the Proposed Transaction, furnished as Exhibits 99.1 and 99.2, and held a conference call and webcast on January 29, 2026. The companies plan to file a Form S-4 with a proxy statement/prospectus for Gentherm shareholders and a Form 10 for SpinCo. The filing includes extensive forward-looking statement cautions and lists regulatory approvals, shareholder approval, tax treatment, integration challenges, and potential litigation as key risks that could affect completion and expected benefits of the deal.
Gentherm (THRM) reported Q3 results for the period ended September 30, 2025. Product revenue was $386,870, with gross margin of $95,148 and operating income of $23,858. Net income was $14,949, or diluted EPS of $0.49. Interest expense, net, was $3,313, and the effective tax rate was 28.4%.
For the nine months, operating cash flow reached $87,820, ending cash and cash equivalents were $154,250. Total debt was $189,109, primarily the U.S. dollar revolving credit facility at $189,000; $307,938 remained available for additional borrowings. Letters of credit outstanding were $3,062.
The company advanced multi‑region restructuring to optimize its manufacturing footprint. The 2025 Manufacturing Footprint Plan anticipates cash restructuring costs of $3,000–$4,000 for severance and $1,000 of other transition costs, plus $1,000–$2,000 of capital expenditures. The 2025 EMEA Plan expects $4,000–$6,000 for severance and $2,000–$3,000 of other costs, plus $1,000–$2,000 of capital expenditures. The 2025 Asia Plan expects $2,000–$3,000 for severance and $1,000 of other costs, plus $2,000–$3,000 of capital expenditures. As of October 17, 2025, shares outstanding were 30,525,148; year‑to‑date repurchases totaled $10,015, with $110,103 remaining under the authorization.
Gentherm Incorporated reported that it publicly announced its third‑quarter 2025 financial results and updated its full‑year 2025 guidance. The company furnished a press release as Exhibit 99.1.
The company will host a conference call on October 23, 2025 at 8:00 a.m. Eastern Time to discuss results and guidance. Supplemental materials are available on the Events page of the Investors section at www.gentherm.com. The information furnished under Items 2.02 and 7.01 is not deemed filed under the Exchange Act.
Gentherm Inc. insider Sundaram Vishnu, SVP and Chief Technology Officer, reported a sale of 1,242 shares of common stock on 09/26/2025 at a price of $34.81 per share. After the transaction he beneficially owned 21,905 shares. The Form 4 was signed by an authorized representative on 09/30/2025.