Monitor the closing conditions, particularly the SpinCo financing and solvency opinion. The final exchange ratio and per-share dividend amounts will be announced on or after closing; any deviation from estimates could move shares. The due-bill trading period (Sept 28–Oct 1) creates a window for price discovery on the combined entity's value.
Price Chart
Executive Summary
Gentherm and Modine announced final details for the spin-off of Modine's Performance Technologies business and its merger with Gentherm, set to close on October 1, 2026. Gentherm declared a special cash dividend of ~$1.90/share (~$58.4M aggregate) payable upon closing, and the exchange ratio will be increased, resulting in Gentherm issuing ~2.9M additional shares. The transaction is on track for completion, with shareholder and IRS approvals already obtained.
Key Facts
- Record date for SpinCo distribution: September 28, 2026; distribution expected October 1, 2026.
- Merger expected to close immediately after spin-off on October 1, 2026.
- Gentherm declared a special cash dividend of ~$58,350,533 aggregate (~$1.90/share), payable October 7, 2026, conditioned on closing.
- Exchange ratio will be increased due to reduced overlapping ownership; Gentherm to issue ~2,902,466 additional shares.
- Cash distribution from SpinCo to Modine reduced from $210M to $159M to offset additional share issuance.
- Post-merger ownership: Gentherm shareholders ~56.4%, former SpinCo holders ~43.6%.
- Modine received favorable IRS Private Letter Ruling; Gentherm shareholders approved share issuance and charter amendment on September 10, 2026.
- Modine shares will trade with due bills from September 28 through closing; ex-spin date expected October 2, 2026.
Financial Impact
Gentherm to issue ~2.9M additional shares (worth ~$58.4M offset by reduced SpinCo cash distribution and special dividend); special dividend of ~$1.90/share (~$58.4M aggregate) payable upon closing.
Risk Factors
- Transaction may not close if conditions (SpinCo financing, solvency opinion, IRS ruling validity) are not satisfied or waived.
- Final exchange ratio and dividend amounts may differ from estimates, affecting shareholder economics.
- Integration risks post-merger could impact combined company performance.
- Shareholder litigation or regulatory changes could delay or block the transaction.
Investment Themes
Documents Analyzed
This report is based on 1 press release from GlobeNewswire.
| Document | Accession Number |
|---|---|
| PRESS-RELEASE Data (Synthetic) | press-3364397 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 1d ago | Insider Cluster | $29.00 | awaiting T+20 | — | $28.59 (−1.41%) |
Oct 22, 2026 5d ago | 8-K | $26.15 | awaiting T+20 | — | $28.59 (−9.33%) |
Oct 9, 2026 18d ago | 8-K/A | $30.92 | awaiting T+20 | — | $28.59 (−7.54%) |
Oct 6, 2026 21d ago | 3 | $30.38 | awaiting T+20 | — | $28.59 (−5.89%) |
Oct 1, 2026 26d ago | 8-K | $31.30 | awaiting T+20 | — | $28.59 (−8.66%) |
Oct 1, 2026 26d ago | Press Release | $31.30 | awaiting T+20 | — | $28.59 (−8.66%) |
Sep 17, 2026 5w ago | Press Release | $36.35 $29.04 | ▼ −20.11% | ▼ −20.31% | $28.59 (−21.35%) |
Sep 11, 2026 6w ago | 8-K | $38.85 $29.68 | ▼ −23.60% | ▼ −25.47% | $28.59 (−26.41%) |
Sep 10, 2026 6w ago | Press Release | $38.33 $29.93 | ▼ −21.91% | ▼ −24.04% | $28.59 (−25.41%) |
Aug 13, 2026 10w ago | EFFECT | $43.07 $38.85 | ▼ −9.80% | ▼ −8.05% | $28.59 (−33.62%) |
US Market Status
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