Gentherm and Modine Manufacturing moved a step closer to closing their transaction, setting dates and cash amounts tied to the planned combination of Gentherm and Modine’s performance technologies business.
Modine set Sept. 28, 2026 as the record date for the spinco distribution. The spin-off is expected on Oct. 1, 2026, with the merger expected to close immediately afterward the same day.
Gentherm said it has declared a special cash dividend of about $58.35 million, or an estimated $1.90 per share. The dividend is payable Oct. 7, 2026 to shareholders of record on Sept. 28, 2026, but only if the merger closes.
The companies also said trading since the merger agreement has shifted the economics. Because overlapping ownership has fallen, they expect the exchange ratio to increase. That change is expected to lead Gentherm to issue about 2.9 million additional shares in the merger.
To offset that larger share issuance, the cash distribution from spinco to Modine before the merger will be cut to $159 million from $210 million, a reduction of $51 million. Gentherm’s special dividend is designed to absorb the remaining value.
Based on the expected exchange ratio change and Gentherm’s 31,230,226 fully diluted shares outstanding as of Sept. 16, 2022, Gentherm shareholders are expected to own about 56.4% of the combined company after closing, while former spinco holders are expected to own about 43.6%.
Gentherm shareholders approved the share issuance and an increase in authorized shares at a special meeting on Sept. 10, 2026. Modine also received a favorable private letter ruling from the IRS.
For Modine shareholders, the mechanics remain one-for-one at the spin-off stage: each Modine share will receive one spinco share, and each spinco share will then convert into Gentherm stock at the final exchange ratio. Following these announcements, the company's shares moved 0.94%, and are now trading at a price of $186.60. For the full picture, make sure to review MODINE MANUFACTURING CO's 8-K report.
