TL;DR · 30-second read

The Short Version

• Modine, a century-old Wisconsin maker of heating and cooling equipment, is splitting off its vehicle parts business and merging it into another company, Gentherm.
• To keep the split free of a large tax bill, Modine will collect about $51 million less cash than planned: $159 million instead of $210 million.
• Gentherm’s existing owners get a one-time payment of about $1.90 per share to balance things out.
• What remains of Modine will focus on cooling the huge computer buildings that run the internet and online services.

Modine Manufacturing (NYSE: MOD) and Gentherm (NASDAQ: THRM) on September 17, 2026 revised the terms of their pending combination, under which Modine spins off its Performance Technologies business and merges it into a Gentherm subsidiary. Gentherm now expects to issue about 2,902,466 additional shares in the merger. To offset that, the cash Modine receives from the spun-off business falls from $210 million to $159 million, and Gentherm will pay its existing shareholders a special dividend of about $58.35 million, or an estimated $1.90 per share. Stock Titan first reported the revised terms.

Modine set September 28, 2026 as the record date for the spin-off. The distribution and merger are expected to close on October 1, 2026. After closing, legacy Gentherm shareholders are expected to own about 56.4% of the combined company, and former Modine shareholders about 43.6%.

Executive Summary

The update is a mechanical adjustment, but it shows what Modine will accept to keep its restructuring intact. The merger agreement contains a provision designed to preserve the tax-free treatment of parts of the deal for Modine and its shareholders. That provision has now been triggered, so Modine’s shareholders receive more Gentherm stock and Modine the company receives $51 million less cash at closing.

This matters for data-center infrastructure because of what Modine becomes afterward. In a September 10 release, Modine said it will rename itself Modexus Solutions, a thermal management company serving data center cooling, commercial HVAC (heating, ventilation and air conditioning) and refrigeration. The company that will sell chillers and cooling systems into data halls will start its new life with less deal cash than it had planned. In exchange, it avoids the tax exposure the adjustment mechanism exists to prevent.

Both companies describe the adjustment as economically neutral. The final exchange ratio, cash reduction and dividend will be set at closing and may differ from the current estimates.

Why Modine Accepts $51 Million Less at Closing

The deal is a Reverse Morris Trust. In this structure, a company spins a division off to its own shareholders and that division immediately merges with another company, which can let the parent shed the business without a corporate tax bill on the separation. Tax treatment for these deals broadly depends on the parent’s shareholders ending up with enough of the combined company. The joint release says the adjustment turns principally on how many investors are treated as holding both Gentherm and SpinCo stock just before the merger.

That overlap has shrunk. According to the joint release, trading in both stocks since the merger agreement was signed reduced the number of shared holders. The agreement’s mechanism therefore raises the exchange ratio, the number of Gentherm shares each SpinCo share converts into, by roughly 2.9 million shares in total. Those extra shares go to Modine’s shareholders. To keep the negotiated split of value in place, Modine the corporation takes a 24% smaller cash distribution: $159 million instead of $210 million.

The trade-off is clear from the order of the terms. Protecting the tax-free status of the separation takes priority over the size of the cash payment. For a company repositioning around data-center cooling, a clean exit from its vehicle-related business matters more than the last $51 million of proceeds.

What the Cooling Company Carries Out of the Deal

After closing, Modine will be a narrower business. Its September 10 release describes the future Modexus Solutions as serving ‘high-growth markets, including data center cooling, commercial HVAC and refrigeration.’ It will keep the MOD ticker, and CEO Neil Brinker and CFO Mick Lucareli will stay in place. Shareholders will vote on the name change within three months of closing.

Data-center cooling is capital- and capacity-hungry. Suppliers compete on manufacturing footprint, lead times and engineering for denser, hotter server racks. Cash from a divestiture is one of the cleaner ways to fund that. The revision leaves Modine with less of it: $159 million instead of $210 million. Modine’s shareholders keep the value as Gentherm stock, but that value sits in an automotive-focused company, not in the cooling business.

The companies have not said how the lower proceeds change Modine’s capital plans, if at all. Operators and investors watching Modine’s data-center capacity should look for that answer at its next disclosures, not assume the reduction is immaterial.

Who Absorbs the Adjustment

Each group is made whole in a different currency. Modine shareholders receive more Gentherm shares but are expressly excluded from the special dividend on those shares. Legacy Gentherm shareholders receive about $1.90 per share in cash, payable October 7 and only if the merger closes, to compensate for dilution from the added shares.

The combined Gentherm keeps $51 million inside SpinCo that would otherwise have gone to Modine, then pays out about $58.35 million to its legacy holders. On the current estimates, the combined company ends up with a few million dollars less cash than under the original terms, while Modine absorbs the full $51 million reduction. The two offsets together total roughly $109 million against about 2.9 million additional shares.

The companies say the adjustment has ‘a neutral effect on the economics of the transaction.’ That holds at the level of total value. It does not mean each corporate balance sheet is unaffected, and the balance sheet that shrinks most is the one aimed at data-center cooling.

Background

Modine, headquartered in Racine, Wisconsin, has made heating and cooling technology for more than 100 years and employs more than 13,000 people. It has been reshaping its portfolio toward what it calls high-growth thermal markets, most visibly cooling for data centers, where rising server power density makes heat removal a central design constraint.

Gentherm, based in Novi, Michigan, supplies thermal and comfort technologies, mainly to the automotive industry. Combining it with Modine’s Performance Technologies business gives Gentherm a larger vehicle-related platform. Modine keeps its climate, HVAC and data-center cooling operations under the planned Modexus Solutions name.

Sources

Source: Gentherm–Modine (NYSE: MOD) deal adds special cash payout for Gentherm shareholders, Stock Titan’s summary of Modine’s revised spin-merger terms.

Primary sources: Modine Form 425, filed September 17, 2026; Gentherm and Modine joint press release (Exhibit 99.1 to Form 425), September 17, 2026; Modine Form 8-K, filed September 17, 2026; Gentherm and Modine joint press release (Exhibit 99.1 to Form 8-K), September 17, 2026; Modine Form 425, filed September 10, 2026; Modine to Become Modexus Solutions (Exhibit 99.1), September 10, 2026.