Gentherm Modine Reverse Morris Trust Deal Creates Thermal Management Leader

On January 29, Gentherm and Modine confirmed a definitive agreement to execute a Gentherm Modine Reverse Morris Trust transaction, under which Modine will spin off and simultaneously merge its Performance Technologies business with Gentherm. The transaction is structured to strengthen scale, technology depth, and long-term positioning across automotive and adjacent markets.

Strategic combination of thermal management capabilities

Modine Performance Technologies is widely recognized for delivering highly engineered thermal management solutions that leverage both air-cooled and liquid-cooled technologies. Its portfolio serves vehicular platforms and power generation applications where reliability, efficiency, and precision thermal control are critical.

Expanded technology and market reach

Through this combination, Gentherm is expected to emerge as a significantly stronger leader in thermal management solutions while expanding its expertise in precision flow management. Modine Performance Technologies will operate as a division of Gentherm and retain its established brand name, which Gentherm will acquire as part of the transaction.

Corporate structure and operational footprint

The combined entity will operate under the Gentherm name and continue trading on the NASDAQ stock exchange under the ticker symbol THRM. Headquarters will remain in Novi, Michigan, while maintaining a strong operational presence at existing Modine Performance Technologies locations, including the Racine Technical Center.

Focused future for Modine

Following the spin-off, Modine will retain its Climate Solutions businesses, creating a streamlined, pure-play climate solutions company. This business will concentrate on high-growth end markets such as data centers, commercial HVAC, and refrigeration, aligning capital and strategy with long-term demand trends.

Financial terms and transaction timeline

Under the agreed structure, current Modine shareholders will receive approximately 21 million shares of newly issued Gentherm common stock, valued at around USD 790 million. As a result, Gentherm shareholders are expected to own about 60% of the combined company, while Modine shareholders will hold roughly 40%. Prior to the spin-off, Modine is expected to receive a cash distribution of USD 210 million from SpinCo. The Reverse Morris Trust transaction is targeted to close in Q4 2026, subject to Gentherm shareholder approval and the successful completion of SpinCo financing, positioning both companies for focused growth in their respective markets.