Gentherm Merges with Modine's Performance Tech – $1B Deal

By Chris Stiles • Thursday, January 29 12:39 • Permanent Link

Gentherm and Modine have announced a definitive agreement to combine Modine's Performance Technologies business with Gentherm in a reverse Morris Trust transaction valued at approximately $1.0 billion. The combined company is expected to have a pro forma revenue of $2.6 billion with an adjusted EBITDA margin of 13% on a synergy-adjusted basis and net leverage of approximately 1.0x.

Gentherm will host a conference call to discuss the transaction, and Modine will also host a separate conference call to discuss its go-forward business and strategy.

As part of the announcement, Gentherm has provided select preliminary unaudited consolidated financial results for the full year ended December 31, 2025. The revised results indicate that product revenues are expected to be in the range of $1.49 billion to $1.50 billion, reflecting stronger demand and improved light vehicle industry production.

Additionally, adjusted EBITDA is expected to be near the low end of the previous range, at $173 million to $177 million. This is due to the impact of higher revenue being offset by foreign exchange headwinds and operational inefficiencies from customer production shifts and footprint-related expenses.

The transaction is expected to close in the fourth quarter of calendar year 2026, subject to various approvals and conditions, including Gentherm shareholder approval, spinco financing, regulatory approvals, and tax opinions. Upon closing, Bill Presley and Jon Douyard will lead the combined company as CEO and CFO, respectively, while Jeremy Patten will continue as president of Modine Performance Technologies.

The combined company will continue to operate under the Gentherm name and retain its listing on the NASDAQ stock exchange under the ticker symbol THRM. Modine will continue to be led by Neil Brinker and Michael Lucareli as CEO and CFO, respectively, and the current board of directors.

These figures and details provide a comprehensive overview of the financial and strategic implications of the transaction, shedding light on the anticipated changes and developments for both companies. Following these announcements, the company's shares moved -3.1%, and are now trading at a price of $36.87. For more information, read the company's full 8-K submission here.

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