Modine Manufacturing MOD Performance Technologies — Proceeds From Divestiture Of Businesses

Under the terms of the agreements, at the time of the spin-off of its Performance Technologies segment businesses, the Company’s shareholders will receive newly-issued Gentherm stock, representing ownership of approximately 40 percent of the combined company. In addition, immediately prior to transaction closing, the Company is to receive cash proceeds of $210.0 million, subject to adjustment. Based upon the Gentherm stock price, the transaction was valued at approximately $1.0 billion when the Company entered into the agreements. The Company anticipates this transaction will close by the end of calendar 2026, subject to approval by Gentherm’s shareholders and other customary closing conditions. The Reverse Morris Trust transaction is structured to be generally tax-free for U.S. federal income tax purposes for the Company and its shareholders.