Gentherm shareholders back Modine unit merger, close set for Oct. 1

Gentherm (NASDAQ: THRM) shareholders voted to approve the proposed combination with Modine's (NYSE: MOD) Performance Technologies business at a Special Meeting held Sept. 10, 2026, according to a press release from the company.

Preliminary results showed approximately 99% of total votes cast were in favor of a share issuance proposal, under which Gentherm will issue shares of its common stock to Modine shareholders. A separate charter amendment to increase the number of authorized shares of Gentherm common stock received approval from approximately 94% of outstanding shares entitled to vote.

Gentherm and Modine have also received all required regulatory approvals, including a Private Letter Ruling from the Internal Revenue Service covering U.S. federal income tax consequences of the transaction. The ruling is intended to preserve the tax-free nature of certain aspects of the deal for Modine and its shareholders.

The final exchange ratio will be announced at closing and remains subject to potential adjustment under the terms of the merger agreement. The adjustment mechanism is designed to maintain both the intended tax treatment and the economic allocation between Modine and Gentherm shareholders.

The transaction is expected to close on Oct. 1, 2026, subject to the satisfaction or waiver of remaining customary closing conditions. Final vote results will be filed in a Form 8-K with the U.S. Securities and Exchange Commission.

Bill Presley, Gentherm's President and CEO, said, "This transaction accelerates our transformation to building a higher growth and higher margin, thermal and precision flow management business."

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