joining these businesses will enhance the combined company’s scalability, efficiency, and quality, supporting attractive margin expansion and reinforcing a durable competitive advantage over the long-term.

 

•

Delivers ~$25.0 million in identified annual cost synergies: We expect this transaction to generate approximately $25.0 million of annual synergies for the combined company through cost optimization and operational efficiencies. We also expect the combined company to realize significant additional value creation through efficiencies in indirect purchasing and logistics as well as incremental commercial opportunities including cross-selling, product integration, and entrance into global markets in which legacy Gentherm has not previously operated, which, among other contributing factors, is expected to provide improved profitability.

 

•

Generates a compelling financial profile with flexibility for future investments: The combined company would have generated pro forma revenue of $2.6 billion for the trailing twelve month period ended September 30, 2025. The Reverse Morris Trust structure preserves Gentherm’s strong balance sheet, with a pro forma net leverage ratio of approximately 1.0x. This expected strong cash flow generation and modest financial leverage will allow the combined company to maintain capital allocation flexibility, and this transaction is expected to be accretive to adjusted earnings per share by year two.

We appreciate the engagement we have had with many of you since we announced the transaction. Our teams are working hard to plan for integration, supported by leaders and advisors who have extensive experience in large-scale integrations. We are as confident as ever that the combination with the Performance Technologies Business positions us exceptionally well to build on our momentum and deliver value to shareholders.

The Gentherm Board has been highly engaged throughout the transaction process and strongly recommends that shareholders support this transaction and vote “FOR” each of the proposals to be considered at the Special Meeting.

This proxy statement/prospectus is being distributed by Gentherm for use in soliciting proxies for the Special Meeting and contains important information related to this transaction, the Special Meeting and the proposals we are asking shareholders to vote on. We urge shareholders to carefully review this entire document, including all annexes, exhibits and documents incorporated by reference. In particular, you should consider the matters discussed under “Risk Factors” beginning on page 46 of this proxy statement/prospectus.

Thank you for your investment in Gentherm.

Sincerely,

 

Ron Hundzinski		Bill Presley
Chair of the Board of Gentherm Incorporated		President and Chief Executive Officer

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT OR HAS PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated    and is first being mailed to Gentherm shareholders on or about    .

GENTHERM INCORPORATED

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of Gentherm Incorporated:

You are hereby notified that Gentherm Incorporated (“Gentherm”) will hold a special meeting of its shareholders on    at    [a.m.] / [p.m.], Eastern Time, exclusively via the Internet at    (the “Special Meeting”). To attend, you must register at     . After you register, you will receive instructions via email, including your unique links that will allow you access to the Special Meeting. You will not be able to attend the Special Meeting in person.

The Special Meeting is being held exclusively for the following purposes:

 

1.

To consider and vote upon a proposal to approve the issuance of shares of Gentherm Common Stock (the “Share Issuance Proposal”) pursuant to the Agreement and Plan of Merger, dated as of January 29, 2026, by and among Gentherm, Modine Manufacturing Co., Platinum SpinCo Inc. and Platinum Gold Merger Sub Inc.(as may be amended from time to time, the “Merger Agreement”);

 

2.	To consider and vote upon a proposal to approve an amendment to the Gentherm Second Amended and Restated Articles of Incorporation to effect an increase to the number of authorized shares of Gentherm Common Stock (the “Charter Amendment Proposal”) pursuant to the Merger Agreement; and

 

3.

To consider and vote upon a proposal to approve the adjournment of the Special Meeting, if necessary, (a) to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Share Issuance Proposal and the Charter Amendment Proposal, (b) to solicit additional proxies if there are insufficient shares of Gentherm Common Stock represented (either in person via the Internet or by proxy) to constitute a quorum necessary to conduct business at the Special Meeting or (c) to allow reasonable time for the filing or mailing of any supplemental or amended disclosures that Gentherm has determined, based on the advice of outside legal counsel, are reasonably likely to be required under applicable law and for such supplemental or amended disclosures to be disseminated and reviewed by Gentherm shareholders prior to the Special Meeting (the “Adjournment Proposal”).

The accompanying proxy statement/prospectus, including all annexes, exhibits and documents incorporated by reference, contains further information with respect to the business to be transacted at the Special Meeting. We urge you to read the accompanying proxy statement/prospectus, including any documents incorporated by reference therein, and the annexes carefully and in their entirety. The approval of the Share Issuance Proposal and the Charter Amendment Proposal are the only approvals of Gentherm shareholders required for completion of the transactions contemplated by the Merger Agreement. Gentherm will transact no other business at the Special Meeting other than the proposals described above, except such business as may properly be brought before the Special Meeting or any adjournment or postponement thereof.

The Board of Directors of Gentherm has fixed the close of business on     as the record date for the Special Meeting (the “Record Date”). Only shareholders of record of Gentherm Common Stock at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. For at least ten (10) days prior to the Special Meeting, a list of the shareholders entitled to vote at the Special Meeting will be available for inspection upon request.

To attend the Special Meeting, you must be a registered Gentherm shareholder as of the Record Date, or, if your shares are held through a bank, broker or other nominee, you must obtain a legal proxy from such holder and follow the instructions set forth in the accompanying proxy statement/prospectus.

THE GENTHERM BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT, THE MERGER, THE GENTHERM SHARE ISSUANCE, AND THE GENTHERM CHARTER AMENDMENT AND RECOMMENDS THAT GENTHERM SHAREHOLDERS VOTE “FOR” THE SHARE

ISSUANCE PROPOSAL, “FOR” THE CHARTER AMENDMENT PROPOSAL AND “FOR” THE ADJOURNMENT PROPOSAL.

Your vote is very important. To ensure that your vote is recorded promptly, please vote as soon as possible, whether or not you plan to attend the Special Meeting. Shareholders of record have three options for submitting their votes: (1) via the Internet, (2) by telephone, or (3) by mail using a paper proxy card. Submitting a proxy via the Internet or by telephone provides the same authority to vote shares as returning a paper proxy card by mail. If you have Internet access, we encourage you to record your vote via the Internet. If you participate in the Special Meeting via the Internet, you may vote your shares electronically during the Special Meeting even if you previously voted via the Internet, by telephone or by mail using a paper proxy card. If you own shares through a bank, broker, or other holder of record, you must instruct your bank, broker or other holder of record on how to vote in order for them to vote your shares so that your vote can be counted at the Special Meeting. Gentherm shareholders may revoke their proxy in the manner described in the accompanying proxy statement/prospectus before it has been voted at the Special Meeting.

By Order of the Board of Directors,

GENTHERM INCORPORATED

Wayne Kauffman

Senior Vice President, General Counsel and Secretary

Novi, Michigan

    , 2026

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Gentherm from other documents that Gentherm has filed with the Securities and Exchange Commission (the “SEC”) and that are not contained in, and are instead incorporated by reference into, this proxy statement/prospectus. For a list of documents incorporated by reference into this proxy statement/prospectus, see the section entitled “Where You Can Find More Information; Incorporation by Reference.” This information is available for you, without charge, to review through the SEC’s website at www.sec.gov.

This proxy statement/prospectus, including all annexes, exhibits and documents incorporated by reference into this proxy statement/prospectus, or other information filed with the SEC by Gentherm can also be found on Gentherm’s website at https://ir.gentherm.com/financial-information/sec-filings and can be downloaded free of charge. Paper copies of this proxy statement/prospectus, including all annexes, exhibits and documents incorporated by reference into this proxy statement/prospectus, may be obtained without charge from Gentherm. Paper copies of exhibits to this proxy statement/prospectus or the exhibits to any of the documents incorporated by reference into this proxy statement/prospectus are available, but a reasonable fee per page will be charged to the requesting shareholder. Shareholders may make requests in writing to the attention of Corporate Secretary at Gentherm’s principal executive offices at 28875 Cabot Drive, Novi, Michigan 48377, by calling the Investor Relations contact of Gentherm at (248) 308-1702 or by emailing investors@gentherm.com.

In order for you to receive timely delivery of the documents in advance of the Special Meeting, you must request the information no later than     .

Gentherm shareholders who have questions about the Special Meeting or need to obtain proxy cards or other information should contact Gentherm’s proxy solicitor using the following contact information:

Innisfree M&A Incorporated

501 Madison Avenue

New York, New York 10022

(212) 750-5833

None of Gentherm, Merger Sub, Modine or SpinCo has authorized anyone to give any information or make any representation about the transactions described in this proxy statement/prospectus or about Gentherm, Merger Sub, Modine or SpinCo that differs from or adds to the information in this proxy statement/prospectus or the documents that Gentherm or Modine publicly files with the SEC. None of Gentherm, Merger Sub, Modine or SpinCo takes responsibility for, and cannot provide any assurance as to the reliability of, any other information that others may give you.

If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer and solicitations of offers presented in this proxy statement/prospectus do not extend to you. If you are in a jurisdiction where solicitations of a proxy are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the solicitation presented in this proxy statement/prospectus does not extend to you.

The information contained in this proxy statement/prospectus speaks only as of the date of this document, unless the information specifically indicates that another date applies. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than the date hereof or the dates specified herein. You should not assume that the information contained in any document incorporated by reference herein is accurate as of any date other than the date of such document or the dates specified therein. Any statement contained in a document incorporated or deemed to be incorporated by reference into this proxy statement/prospectus will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference into this proxy statement/prospectus modifies or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this proxy statement/prospectus.

Neither the mailing of this proxy statement/prospectus to the Gentherm shareholders, nor the taking of any actions contemplated hereby by Gentherm or Modine at any time, will create any implication to the contrary.

EXPLANATORY NOTE

Gentherm Incorporated (“Gentherm”) has supplied all information contained in or incorporated by reference into this proxy statement/prospectus relating to Gentherm and Platinum Gold Merger Sub Inc. (“Merger Sub”). Modine Manufacturing Co. (“Modine”) has supplied all information contained in or incorporated by reference into this proxy statement/prospectus relating to Modine, Modine’s Performance Technologies business (the “Performance Technologies Business”) and Platinum SpinCo Inc. (“SpinCo”). Gentherm and Modine have both contributed information to this proxy statement/prospectus relating to the transactions contemplated by the Agreement and Plan of Merger, dated as of January 29, 2026, by and among Gentherm, Merger Sub, Modine and SpinCo (as may be amended from time to time, the “Merger Agreement”). Statements contained in this proxy statement/prospectus or in any document incorporated into this proxy statement/prospectus by reference as to the contents of any contract or other document referred to within this proxy statement/prospectus or other documents that are incorporated by reference are not necessarily complete and, in each instance, reference is made to the copy of the applicable contract or other document filed as an exhibit to the registration statement or otherwise filed with the SEC. Each such statement contained in this proxy statement/prospectus is qualified in its entirety by reference to the underlying documents. For a list of documents incorporated by reference into this proxy statement/prospectus, see the section entitled “Where You Can Find More Information; Incorporation by Reference.”

This proxy statement/prospectus forms a part of a registration statement on Form S-4 (Registration No. 333- ) filed by Gentherm (the “Gentherm Registration Statement”) with the SEC to register with the SEC the issuance of shares of common stock of Gentherm, no par value (“Gentherm Common Stock”), to be issued pursuant to the Merger Agreement. It constitutes a prospectus of Gentherm under Section 5 of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder), with respect to the shares of Gentherm Common Stock to be issued to Modine shareholders in exchange for the shares of SpinCo’s common stock, par value $0.01 per share (“SpinCo Common Stock”), to which they are entitled in connection with the transactions contemplated by the Merger Agreement. This proxy statement/prospectus also constitutes a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder), and a notice of meeting and action to be taken with respect to the Special Meeting at which Gentherm shareholders will consider and vote on the proposal to approve the issuance of shares of Gentherm Common Stock and the proposal to amend the Gentherm articles of incorporation, each in connection with the transactions described in the Merger Agreement.

SpinCo is filing a registration statement on Form 10 (the “SpinCo Registration Statement”) to register shares of SpinCo Common Stock, which will be distributed to Modine shareholders pursuant to the Distribution (as defined herein), after which all shares of SpinCo Common Stock (other than shares held by Modine, SpinCo, Gentherm, Merger Sub or their respective subsidiaries, if any, which shares will be cancelled) will be converted into the right to receive shares of Gentherm Common Stock, as calculated and subject to adjustment as set forth in the Merger Agreement.

TRADEMARKS AND TRADE NAMES

Certain of the logos and other registered or common law trademarks, service marks or trade names appearing in this proxy statement/prospectus are the property of Gentherm or its licensors. Solely for convenience, trademarks, service marks and trade names referred to in this proxy statement/prospectus, including logos, artwork and other visual displays, may appear without the ^SM, ^® and ^™ symbols, but such references are not intended to indicate in any way that Gentherm will not assert, to the fullest extent under applicable law, Gentherm’s rights or the rights of the applicable licensor to these trademarks, service marks and trade names.

Certain of the logos and other registered or common law trademarks, service marks or trade names appearing in this proxy statement/prospectus are the property of Modine or its licensors. Solely for convenience, trademarks, service marks and trade names referred to in this proxy statement/prospectus, including logos, artwork and other visual displays, may appear without the ^SM, ^® and ^™ symbols, but such references are not intended to indicate in any way that Modine will not assert, to the fullest extent under applicable law, Modine’s rights or the rights of the applicable licensor to these trademarks, service marks and trade names.

TABLE OF CONTENTS

 

QUESTIONS AND ANSWERS			14
SUMMARY			26
HISTORICAL MARKET PRICE DATA AND DIVIDEND INFORMATION FOR GENTHERM			44
HISTORICAL MARKET PRICE DATA AND DIVIDEND INFORMATION FOR SPINCO			44
RISK FACTORS			46
Risks Related to the Transactions			46
Risks Related to the Combined Company’s Business Following the Transactions			55
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS			68
THE SPECIAL MEETING			70
THE TRANSACTIONS			74
Overview			74
Transaction Sequence			74
The Separation and the Distribution			77
The Merger			77
Calculation and Adjustments to the Exchange Ratio; Amount of Gentherm Special Dividend			77
Trading Markets			79
Background of the Transactions			79
Gentherm’s Reasons for the Merger; Recommendation of Gentherm’s Board of Directors			88
Modine’s Reasons for the Merger; Recommendation of Modine’s Board			92
Certain Financial Forecasts			94
Opinion of Barclays			100
Overlap Shareholder Determination Process			110
Ownership of Gentherm Following the Transactions			110
Ownership of SpinCo Following the Transactions			110
Interests of Directors and Executive Officers in the Merger			111
Regulatory Approvals			113
IRS Ruling			113
Listing			114
Federal Securities Laws Consequences; Resale Restrictions			114
Accounting Treatment			114
No Dissenters’ Rights or Rights of Appraisal			115
THE TRANSACTION AGREEMENTS			116
The Merger Agreement			116
The Separation Agreement			137
Debt Financing			147
ADDITIONAL AGREEMENTS RELATED TO THE SEPARATION, THE DISTRIBUTION AND THE MERGER			149
Tax Matters Agreement			149
Technical Services Agreements			152
Intellectual Property Matters Agreement			152
Trademark Matters Agreement			152
Transition Services Agreement			153
Employee Matters Agreement			153
DESCRIPTION OF CAPITAL STOCK OF GENTHERM AND THE COMBINED COMPANY			158
DESCRIPTION OF SPINCO COMMON STOCK			162
COMPARISON OF SHAREHOLDERS’ RIGHTS			163
INFORMATION ABOUT GENTHERM			172
INFORMATION ABOUT MODINE			172
INFORMATION ABOUT THE PERFORMANCE TECHNOLOGIES BUSINESS			173

 

i

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE PERFORMANCE TECHNOLOGIES BUSINESS			179
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			193
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE DISTRIBUTION AND THE MERGER			215
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			223
CERTAIN BENEFICIAL OWNERS OF GENTHERM COMMON STOCK			223
APPRAISAL RIGHTS			225
LEGAL MATTERS			225
EXPERTS			225
FUTURE SHAREHOLDER PROPOSALS			225
PROPOSALS TO BE ACTED UPON AT THE SPECIAL MEETING			226
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE			229
INDEX TO COMBINED FINANCIAL STATEMENTS			F-1
Annex A			A-1
Annex B			B-1
Annex C			C-1
Annex D			D-1
Annex E			E-1

 

ii

CERTAIN DEFINITIONS

Certain abbreviations and terms used in the text and notes of this proxy statement/prospectus are defined below:

 

Abbreviation/Term		Description
“Acquisition Transaction”		Any transaction or series of transactions (other than the Transactions) involving, directly or indirectly: (a) any merger, scheme of arrangement, reorganization, sale of assets, share exchange, consolidation, business combination, recapitalization, dissolution, liquidation, joint venture, exclusive license, spin-off, share exchange or other similar transaction involving twenty percent (20%) or more of the issued and outstanding shares of Gentherm Common Stock or any other class or type of interest, or consolidated assets of Gentherm or any of its subsidiaries, (b) the acquisition (whether by merger, scheme of arrangement, consolidation, equity investment, joint venture or otherwise) by any Person of twenty percent (20%) or more of the consolidated assets (it being understood that consolidated assets include equity securities of subsidiaries), net revenue or net income of Gentherm and its subsidiaries, as determined on a fair-market-value basis, (c) the purchase or acquisition after the date hereof, directly or indirectly, by any Person of twenty percent (20%) or more of the issued and outstanding shares of Gentherm Common Stock or of any other class or type of interest of Gentherm, (d) any purchase, acquisition, tender offer or exchange offer that, if consummated, would result in any Person beneficially owning twenty percent (20%) or more of the shares of Gentherm Common Stock or if any other class or type of interest of Gentherm or any of its subsidiaries or (e) any combination of the foregoing.
“Adjournment Proposal”		A proposal to approve the adjournment of the Special Meeting, if necessary, (a) to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the Share Issuance Proposal or the Charter Amendment Proposal, (b) if there are insufficient shares of Gentherm Common Stock represented (either in person, via the Internet or by proxy) to constitute a quorum necessary to conduct business at the Special Meeting or (c) to allow reasonable time for the filing or mailing of any supplemental or amended disclosures that Gentherm has determined, based on the advice of outside legal counsel, are reasonably likely to be required under applicable law and for such supplemental or amended disclosures to be disseminated and reviewed by Gentherm shareholders prior to the Special Meeting.
“Affiliate”		When used with respect to a specified Person (at any point in time or with respect to a period of time, as applicable), a Person that, directly or indirectly, through one (1) or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, “control” (including, with correlative meanings, “controlled by” and “under common control with”), when used with respect to any specified Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person.
“Aggregate Adjustment Amount”		The product of: (A) the Exchange Ratio Increase Amount, multiplied by (B) $37.4775, multiplied by (C) the number of outstanding shares of SpinCo Common Stock that will be outstanding immediately prior to the Effective Time.
“Assets”		With respect to any Person, the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other third parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial

 

1

Abbreviation/Term		Description
		statements of such Person, including rights and benefits pursuant to any contract, license, permit, mortgage, concession, franchise, undertaking or other arrangement.
“Barclays”		Barclays Capital Inc., financial advisor to Gentherm for purposes of the Transactions.
“Benefit Plan”		Each “employee benefit plan” (within the meaning of Section 3(3) of ERISA but regardless of whether such plan is subject to ERISA) and each benefit or compensation plan, program, policy, contract, agreement or arrangement, including each pension, post-employment or retirement, profit sharing, 401(k), severance, health and welfare, disability, deferred compensation, employment, consulting, termination, supplemental unemployment, change-in-control, retention, fringe benefit, stock purchase, cash bonus or equity or equity-based incentive plan, program, agreement, policy or other arrangement, in each case, excluding any plan, program or arrangement that is sponsored, maintained or administered by any Governmental Authority or any multiemployer plan.
“BofA Securities”		BofA Securities, Inc., financial advisor to Modine for purposes of the Transactions.
“Bridge Financing”		The bridge debt financing contemplated by the Commitment Letter, the commitments for which have been reduced to $0 as of June 29, 2026.
“Burdensome Condition”		For Gentherm, any requirement to take or agree to take any action that would, or would reasonably be expected to, result in a material adverse effect on the business, assets, properties, financial condition or results of operations of Gentherm and its subsidiaries (including SpinCo and other members of the SpinCo Group), taken as a whole, after the consummation of the Transactions, or for Modine, any requirement to take or agree to take any action that is not conditioned on the Closing or relates to or would impact any properties, assets or businesses of Modine’s climate solutions business.
“Cash Transfer”		(a) If the Cash Transfer Amount is a positive number, a cash payment from SpinCo to Modine in an amount equal to the Cash Transfer Amount and (b) if the Cash Transfer Amount is a negative number, a cash payment from Modine to SpinCo in an amount equal to the absolute value of the Cash Transfer Amount.
“Cash Transfer Amount”		The sum of (a) the Estimated Net Working Capital Adjustment (which may be positive or negative), plus (b) the Estimated SpinCo Cash, minus (c) the Estimated SpinCo Indebtedness, plus (d) the SpinCo Expense Reimbursement.
“Charter Amendment”		The amendment to the Gentherm Charter that is the subject of the Charter Amendment Proposal, substantially in the form included in this proxy statement/prospectus as Annex D.
“Charter Amendment Proposal”		A proposal to approve an amendment to the Gentherm Charter to effect an increase to the number of authorized shares of Gentherm Common Stock pursuant to the Merger Agreement.
“Closing”		The closing of the Merger.
“Closing Date”		The date on which the Closing actually occurs.
“Code”		The Internal Revenue Code of 1986, as amended.
“Commitment Letter”		The Amended and Restated Commitment Letter, dated as of February 27, 2026, by and among SpinCo, Gentherm and the Commitment Parties, as may be amended from time to time.
“Commitment Parties”		The financial institutions party to the Commitment Letter, which include Barclays Bank PLC, JPMorgan Chase Bank, N.A., HSBC Bank USA, National Association, HSBC Securities (USA) Inc., PNC Bank, National Association, PNC Capital Markets LLC, Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Citizens Bank, N.A. and Fifth Third Bank, N.A.

 

2

Abbreviation/Term		Description
“Competing Proposal”		Any inquiry, proposal or offer (other than an offer or proposal made or submitted by Gentherm to Modine or SpinCo or by Modine to Gentherm) from a third party relating to any Acquisition Transaction.
“Contribution”		The contribution by Modine of (i) the SpinCo Assets listed below in “The Transaction Agreements-The Separation Agreement-Transfer of Assets and Assumption of Liabilities” and (ii) the Cash Transfer (if the Cash Transfer Amount is a negative number) to SpinCo in exchange for (a) the assumption of the SpinCo Liabilities by SpinCo, (b) the actual or deemed issuance by SpinCo to Modine of shares of SpinCo Common Stock, (c) the payment by SpinCo to Modine of the SpinCo Cash Distribution and (d) the payment by SpinCo to Modine of the Cash Transfer (if the Cash Transfer Amount is a positive number).
“Cut-Off Time”		11:59 p.m., Eastern Time, on the day prior to the Distribution Date.
“Determination Time”		4:30 p.m., Eastern Time, on the second business day immediately prior to the date on which the Closing occurs.
“DGCL”		The General Corporation Law of the State of Delaware, as amended.
“Distribution”		The distribution by Modine of one hundred percent (100%) of the SpinCo Common Stock pursuant to the terms of the Separation Agreement.
“Distribution Date”		The date on which Modine distributes all of the issued and outstanding shares of SpinCo Common Stock to the holders of record of shares of Modine Common Stock as of the Distribution Record Date.
“Distribution Record Date”		The close of business, on the date to be determined by the Modine Board (or a committee thereof) as the record date for the determination of holders of record of shares of Modine Common Stock entitled to receive SpinCo Common Stock pursuant to the Distribution.
“Distribution Time”		The time at which the Distribution occurs on the Distribution Date, which for accounting purposes will be deemed to be 12:01 a.m., Eastern Time, unless another time is selected by Gentherm, Modine and SpinCo.
“DOJ”		The U.S. Department of Justice.
“Effective Time”		The effective time of the Merger.
“Employee Matters Agreement”		The Employee Matters Agreement to be entered into prior to or at the Effective Time, by and among Gentherm, SpinCo and Modine.
“Equity Award Exchange Ratio”		The quotient, rounded down to four decimal places, obtained by dividing (a) the average volume weighted average trading price of a share of Modine Common Stock trading “regular way with due bills” on the applicable exchange (i.e., inclusive of SpinCo value) for the five (5) consecutive trading days ending two (2) trading days prior to the date on which the Determination Time occurs by (b) the average volume weighted average trading price of a share of Gentherm Common Stock trading on the applicable exchange for the five (5) consecutive trading days ending two (2) trading days prior to the date on which the Determination Time occurs, in each case as reported by Bloomberg, L.P.
“ERISA”		The U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.
“Estimated Net Working Capital”		Modine’s good faith estimate of the Net Working Capital as of the Cut-Off Time.

 

3

Abbreviation/Term		Description
“Estimated Net Working Capital Adjustment”		(A) if the Estimated Net Working Capital exceeds one hundred and five percent (105%) of the Target Net Working Capital, then a positive amount equal to the amount by which such Estimated Net Working Capital exceeds the Target Net Working Capital; (B) if the Estimated Net Working Capital is equal to or less than one hundred and five percent (105%) of the Target Net Working Capital and equal to or greater than ninety-five percent (95%) of the Target Net Working Capital, then an amount equal to zero; and (C) if the Estimated Net Working Capital is less than ninety-five percent (95%) of the Target Net Working Capital, then a negative amount equal to the amount by which the Target Net Working Capital exceeds the Estimated Net Working Capital.
“Estimated SpinCo Cash”		Modine’s good faith estimate of the SpinCo Cash (as defined in the Separation Agreement) as of the Cut-Off Time.
“Estimated SpinCo Expense Reimbursement”		Modine’s good faith estimate of the SpinCo Expense Reimbursement as of the Cut-Off Time.
“Estimated SpinCo Indebtedness”		Modine’s good faith estimate of the SpinCo Indebtedness as of the Cut-Off Time.
“Excess Adjustment Amount”		The amount by which the Aggregate Adjustment Amount exceeds the Final Adjustment Cap.
“Exchange Act”		The Securities Exchange Act of 1934, as amended.
“Exchange Agent”		A nationally recognized commercial bank or trust company designated by Gentherm and reasonably acceptable to Modine to act as agent for the benefit of the holders of shares of SpinCo Common Stock whose shares of SpinCo Common Stock are exchanged in accordance with the Merger Agreement.
“Exchange Fund”		Book-entry shares representing consideration in respect of the Merger issuable to holders of shares of SpinCo Common Stock pursuant to the Merger Agreement as of immediately prior to the Effective Time and other amounts payable pursuant to the Merger Agreement.
“Exchange Ratio”		Prior to giving effect to any adjustment provided in the Merger Agreement, a number equal to (a) the Fully Diluted SpinCo Shares minus the SpinCo Make Whole Awards divided by (b) the number of outstanding shares of SpinCo Common Stock immediately following the Distribution.
“Exchange Ratio Increase Amount”		The amount by which the Exchange Ratio may be increased in certain circumstances as set forth in the Merger Agreement.
“Final Adjustment Amount”		The lesser of (x) the Aggregate Adjustment Amount minus the Intermediate Adjustment Cap and (y) the Final Adjustment Cap minus the Intermediate Adjustment Cap (or, if clauses (x) and (y) are equal, such amount).
“Final Adjustment Cap”		$200,000,000.
“Final Cash Transfer Amount”		An amount equal to the sum of (a) the Final Net Working Capital Adjustment (which may be positive or negative), plus (b) the Final SpinCo Cash, minus (c) the Final SpinCo Indebtedness plus (d) the Final SpinCo Expense Reimbursement.
“Final Net Working Capital”		The Net Working Capital set forth in the Final Adjustment Statement.

 

4

Abbreviation/Term		Description
“Final Net Working Capital Adjustment”		If (A) the Final Net Working Capital exceeds one hundred and five percent (105%) of the Target Net Working Capital, then a positive amount equal to the amount by which such Final Net Working Capital exceeds the Target Net Working Capital; (B) the Final Net Working Capital is equal to or less than one hundred and five percent (105%) of the Target Net Working Capital and equal to or greater than ninety-five percent (95%) of the Target Net Working Capital, then an amount equal to zero; and (C) the Final Net Working Capital is less than ninety-five percent (95%) of the Target Net Working Capital, then a negative amount equal to the amount by which the Target Net Working Capital exceeds the Final Net Working Capital.
“Final SpinCo Cash”		The SpinCo Cash as of the Cut-Off Time as determined pursuant to the post-closing adjustment.
“Final SpinCo Expense Reimbursement”		The SpinCo Expense Reimbursement as determined pursuant to the post-closing adjustment.
“Final SpinCo Indebtedness”		The SpinCo Indebtedness as of the Cut-Off Time as determined pursuant to the post-closing adjustment.
“FTC”		The U.S. Federal Trade Commission.
“Fully Diluted Gentherm Shares”		The sum of (a) the number of shares of Gentherm Common Stock outstanding as of the Determination Time plus (b) the number of shares of Gentherm Common Stock underlying Gentherm Equity Awards as of the Determination Time (provided that for purposes of this clause (b), shares of Gentherm Common Stock underlying Gentherm RSU Awards and Gentherm PSU Awards will be calculated using the treasury stock method and performance awards will be calculated assuming performance goals are satisfied based on target performance).
“Fully Diluted SpinCo Shares”		A number of shares of Gentherm Common Stock equal to (a) the Fully Diluted Gentherm Shares, multiplied by (b) a fraction equal to (i) 40%, divided by (ii) 60%.
“GAAP”		United States generally accepted accounting principles.
“Gentherm”		Gentherm Incorporated, a Michigan corporation.
“Gentherm Benefit Plan”		Each Benefit Plan (a) that is maintained, sponsored, contributed to or entered into, by Gentherm or any of its subsidiaries, or to which Gentherm or any of its subsidiaries is required to contribute or (b) under or with respect to which Gentherm or any of its subsidiaries has any liability.
“Gentherm Board”		The Board of Directors of Gentherm.
“Gentherm Board Recommendation”		The recommendation by the Gentherm Board that Gentherm shareholders vote “FOR” the Share Issuance Proposal and “FOR” the Charter Amendment Proposal.
“Gentherm Bylaws”		The Amended and Restated Bylaws of Gentherm.
“Gentherm Charter”		Second Amended and Restated Articles of Incorporation of Gentherm.
“Gentherm Common Stock”		The common stock, without par value, of Gentherm.
“Gentherm Equity Awards”		Collectively, all Gentherm RSU Awards, Gentherm Restricted Stock Awards, and Gentherm PSU Awards.

 

5

Abbreviation/Term		Description
“Gentherm Equity Incentive Plan”		The Gentherm Incorporated 2013 Equity Incentive Plan and the Gentherm Incorporated 2023 Equity Incentive Plan, each as amended from time to time.
“Gentherm Group”		Gentherm and each Person that is or becomes a subsidiary of Gentherm (including, after the Effective Time, SpinCo and the members of the SpinCo Group).
“Gentherm Merger Tax Opinion”		A written opinion of Latham, reasonably satisfactory in form and substance to Gentherm, required as a condition to Gentherm’s obligation to complete the Transactions, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, for U.S. federal income tax purposes, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
“Gentherm PSU Award”		A restricted stock unit award subject to performance-vesting conditions granted under a Gentherm Equity Incentive Plan.
“Gentherm Restricted Stock Award”		A restricted stock award granted under a Gentherm Equity Incentive Plan.
“Gentherm Revolving Credit Facility”		The revolving commitments made available pursuant to that certain Third Amended and Restated Credit Agreement, dated as of June 29, 2026, by and among Gentherm, the other borrower parties from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.
“Gentherm RSU Award”		A restricted stock unit award granted under a Gentherm Equity Incentive Plan that is not a Gentherm PSU Award.
“Gentherm Share Issuance”		The issuance of the shares of Gentherm Common Stock in the Merger.
“Gentherm shareholders”		The holders of Gentherm Common Stock.
“Gentherm Shareholder Approval”		The approval by Gentherm shareholders of the Gentherm Share Issuance and the Gentherm Charter Amendment at the Special Meeting.
“Gentherm Special Dividend”		A special dividend to be declared by the Gentherm Board pro rata to the holders of Gentherm Common Stock as of a record date prior to the Closing Date, if applicable.
“Gibson Dunn”		Gibson, Dunn & Crutcher LLP, counsel to Modine.
“Governmental Authority”		Any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign, supranational or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, a government and any executive official thereof.
“Honigman”		Honigman LLP, counsel to Gentherm.
“HSR Act”		The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
“Initial Adjustment Amount”		The lesser of (x) the Aggregate Adjustment Amount and (y) the Initial Adjustment Cap (or, if clauses (x) and (y) are equal, such amount).
“Initial Adjustment Cap”		$35,000,000.

 

6

Abbreviation/Term		Description
“Intellectual Property Matters Agreement”		The Intellectual Property Matters Agreement to be entered into prior to or at the Effective Time, by and among Gentherm, SpinCo and Modine.
“Intermediate Adjustment Amount”		The lesser of (x) the Aggregate Adjustment Amount minus the Initial Adjustment Cap and (y) the Intermediate Adjustment Cap minus the Initial Adjustment Cap (or, if clauses (x) and (y) are equal, such amount).
“Intermediate Adjustment Cap”		$70,000,000.00.
“IRS”		The U.S. Internal Revenue Service.
“IRS Ruling”		A private letter ruling from the IRS received by Modine regarding such matters germane to the U.S. federal income tax consequences of the Separation, Contribution, Distribution and Merger and any related transactions as Modine and Gentherm may determine in accordance with the Merger Agreement.
“Latham”		Latham & Watkins LLP, counsel to Gentherm.
“MBCA”		Michigan Business Corporation Act.
“Merger”		The merger of Merger Sub with and into SpinCo, with SpinCo surviving as a wholly owned subsidiary of Gentherm, as contemplated by the Merger Agreement.
“Merger Agreement”		The Agreement and Plan of Merger, dated as of January 29, 2026, by and among Modine, SpinCo, Gentherm and Merger Sub, as may be amended from time to time.
“Merger Consideration”		With respect to each share of SpinCo Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled in accordance with the Merger Agreement), the right to receive a number of fully paid and nonassessable shares of Gentherm Common Stock equal to the Exchange Ratio, which is subject to adjustment as set forth in the Merger Agreement, together with cash paid in lieu of fractional shares (if applicable). Assuming June 18, 2026 was the Determination Time, based on 30,998,122 Fully Diluted Gentherm Shares as of June 18, 2026 and the 40%/60% ownership split of the issued and outstanding shares of Gentherm Common Stock on a fully diluted basis immediately following the Merger by the former holders of SpinCo Common Stock immediately prior to the Effective Time (in their capacity as such) and the Gentherm shareholders immediately prior to the Effective Time (in their capacity as such) contemplated by the Exchange Ratio (prior to any adjustment), the estimated aggregate Merger Consideration would consist of 20,665,617 shares of Gentherm Common Stock with an estimated aggregate fair value of approximately $742.5 million (based on the closing price per share of Gentherm Common Stock of $35.93 on June 18, 2026), plus cash in lieu of any fractional shares. The actual aggregate Merger Consideration will vary based on (i) the number of Fully Diluted Gentherm Shares at the Determination Time, (ii) whether the Exchange Ratio is adjusted as described in this proxy statement/prospectus, and (iii) the market price of Gentherm Common Stock at the time of the Merger.
“Merger Sub”		Platinum Gold Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Gentherm.
“Modine”		Modine Manufacturing Co., a Wisconsin corporation.
“Modine Assets”		All Assets of either Modine or SpinCo or the members of the Modine Group or the SpinCo Group as of the Distribution Time, other than SpinCo Assets.

 

7

Abbreviation/Term		Description
“Modine Awards”		Modine Option Awards, Modine RSU Awards and Modine PS Awards, collectively.
“Modine Benefit Plan”		Each Benefit Plan (a) that is maintained, sponsored, contributed to or entered into by Modine or any of its affiliates (including SpinCo and its subsidiaries) or to which Modine or any of its affiliates (including SpinCo and its subsidiaries) is required to contribute, in each case, for the benefit of any SpinCo Employee or any other current or former director, officer, consultant, employee or other individual service provider of the Performance Technologies Business or (b) under or with respect to which SpinCo has any liability.
“Modine Board”		The Board of Directors of Modine.
“Modine Business”		All businesses, operations and activities (whether or not such businesses, operations or activities are or have been terminated, divested or discontinued) conducted at any time prior to the Distribution Time by either Modine or SpinCo or any member of the Modine Group or the SpinCo Group (other than the Performance Technologies Business).
“Modine Common Stock”		The common stock, par value $0.625 per share, of Modine.
“Modine Distribution Tax Opinion”		A written opinion of Gibson Dunn, reasonably satisfactory in form and substance to Modine, required as a condition to Modine and SpinCo’s obligation to complete the Transactions, regarding the U.S. federal income tax treatment of the Contribution and Distribution.
“Modine Employee”		Each employee of the Modine Group as of immediately prior to the Distribution Time who is not a SpinCo Employee.
“Modine Group”		Modine and each Person that is a subsidiary of Modine (other than SpinCo and any other member of the SpinCo Group).
“Modine Incentive Compensation Plan”		The Modine Manufacturing Company Amended and Restated 2008 Incentive Compensation Plan, the Modine Manufacturing Company 2017 Incentive Compensation Plan and the Modine Manufacturing Company Amended and Restated 2020 Incentive Compensation Plan, each as amended from time to time.
“Modine Merger Tax Opinion”		A written opinion of Gibson Dunn, reasonably satisfactory in form and substance to Modine, required as a condition to Modine and SpinCo’s obligation to complete the Transactions, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, for U.S. federal income tax purposes, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
“Modine Option Award”		A stock option award granted under a Modine Incentive Compensation Plan.
“Modine PS Award”		A performance stock award subject to performance-vesting conditions granted under a Modine Incentive Compensation Plan.
“Modine Reimbursement Account Plan”		The flexible reimbursement account plan of Modine and its affiliates.
“Modine RSU Award”		A restricted stock unit award granted under a Modine Incentive Compensation Plan.
“Modine shareholders”		The holders of Modine Common Stock.
“Nasdaq”		The Nasdaq Global Market.

 

8

Abbreviation/Term		Description
“Net Working Capital”		As of the Cut-Off Time, and without duplication, an amount (which may be a positive or negative number) equal to (i) the current assets of the Performance Technologies Business, minus (ii) the current liabilities of the Performance Technologies Business, in each case, which are included in specific line item categories agreed between Modine and Gentherm, but excluding (A) any deferred tax assets, deferred tax liabilities, income tax assets, and income tax liabilities, (B) all receivables and payables between any existing Modine entity to be transferred to SpinCo and another existing Modine entity to be transferred to SpinCo, (C) amounts outstanding pursuant to intercompany accounts, arrangements, understandings or contracts to be settled or eliminated in connection with the Closing pursuant to the Separation Agreement, (D) the Bridge Financing and/or the Permanent SpinCo Financing and any proceeds thereof, (E) the SpinCo Expense Reimbursement (including certain reimbursement obligations relating to the Bridge Financing and/or the Permanent SpinCo Financing), (F) the Modine Assets and the Modine Liabilities, (G) any amounts to the extent included and reflected in the calculation of SpinCo Indebtedness and SpinCo Cash, (H) operating lease balances, (I) pay-to-play assets and (J) Mexican statutory GAAP accounts. The Net Working Capital will be determined in accordance with and calculated on a basis consistent with accounting principles agreed between Gentherm and Modine.
“NYSE”		The New York Stock Exchange.
“Overlap Shareholders”		Investors who are both Modine shareholders and Gentherm shareholders immediately prior to the Distribution and the consummation of the Merger, as more fully described under “Material U.S. Federal Income Tax Considerations of the Distribution and the Merger.”
“Overlap Shares”		The shares of Gentherm Common Stock, with respect to each Overlap Shareholder, that can be taken into account in the determination of the number of shares of Gentherm Common Stock that Modine shareholders must receive to not result in gain imposed under Section 355(e) of the Code with respect to the Distribution, as determined in accordance with the provisions of the Merger Agreement.
“Performance Technologies Business”		The business, operations and activities that constitute Modine’s Performance Technologies business segment as narratively described in Modine’s Annual Report on Form 10-K for the period ending March 31, 2025 (and the portions of the business currently included in the Performance Technologies segment that may have been otherwise classified in the past), (a) (i) as such business, operations and activities have been conducted since January 29, 2021, and (ii) as such business, operations and activities are conducted from January 29, 2026 until immediately prior to the Distribution Date by any member of the Modine Group or the SpinCo Group (or any of their respective predecessors), (b) together with the (i) other businesses, operations and activities that were terminated or discontinued during the periods described in clauses (a)(i) and (ii) (and with respect to clause (a)(ii), solely to the extent such termination or discontinuation is permitted under the Merger Agreement) that, at the time of termination or discontinuation, were primarily related to the business, operations or activities described in clause (a), and (ii) divested businesses specifically agreed by Modine and Gentherm, but (c) excluding the business, operations and activities that constitute the Modine’s Climate Solutions segment; provided that the Performance Technologies Business shall not include the Modine Assets or the Modine Business.
“Permanent SpinCo Financing”		The commitments for delayed draw term loans pursuant to that certain Credit Agreement, dated as of June 29, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), by and among SpinCo, the guarantors and lenders from time to time party thereto and Bank of America, N.A., as administrative agent.

 

9

Abbreviation/Term		Description
“Person”		An individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority.
“RMT”		Reverse Morris Trust.
“SEC”		The U.S. Securities and Exchange Commission.
“Securities Act”		The Securities Act of 1933, as amended.
“Separation”		The transactions to effect the separation of the Performance Technologies Business from the Modine Business, as set forth in the Separation Agreement, the Merger Agreement and the other applicable Transaction Documents.
“Separation Agreement”		The Separation Agreement, dated as of January 29, 2026, by and among Gentherm, SpinCo and Modine, as may be amended from time to time.
“Share Issuance Proposal”		A proposal to approve the issuance of shares of Gentherm Common Stock pursuant to the Merger Agreement.
“Special Meeting”		A special meeting of the Gentherm shareholders to be held to vote on the proposals necessary to complete the Merger, and any adjournment or postponement thereof.
“SpinCo”		Platinum SpinCo Inc., a Delaware corporation and wholly owned indirect subsidiary of Modine. Following the Separation, SpinCo and its subsidiaries will own the Performance Technologies Business. Following the Merger, SpinCo will be a wholly owned subsidiary of Gentherm.
“SpinCo Benefit Plan”		Each Modine Benefit Plan that is (a) maintained, sponsored, contributed to or entered into solely by SpinCo or a subsidiary thereof, or to which SpinCo or a subsidiary thereof (and none of Modine or any of its other subsidiaries) is required to contribute, or to which SpinCo or any of its subsidiaries (and none of Modine or any of its other subsidiaries) is a party, or (b) an individual offer letter, employment agreement, change in control employment agreement, or consulting agreement between Modine or one of its affiliates (other than the SpinCo Group) and a SpinCo Employee.
“SpinCo Cash Distribution”		The cash distribution by SpinCo to Modine occurring immediately prior to the Distribution pursuant to the Separation Agreement in an amount equal to $210.0 million, subject to adjustment as set forth in the Merger Agreement.
“SpinCo Common Stock”		The common stock, par value $0.001 per share, of SpinCo.
“SpinCo Employee”		Any employee of the SpinCo Group or the Modine Group, who has been identified on the employee roster of the SpinCo Group or who is hired by the Modine Group subsequent to the execution of the Merger Agreement and whose services are primarily dedicated to the Performance Technologies Business (in all cases, including any individual who is on short-term or long-term disability under a Modine Benefit Plan); provided, however, that any individual whose consent is required to transfer such individual’s employment to the SpinCo Group and who objects to, or does not provide consent to, such transfer shall not be a SpinCo Employee.
“SpinCo Expense Reimbursement”		Certain transaction fees, costs and expenses incurred, paid or payable by any member of the Modine Group or paid by any member of the SpinCo Group prior to the Closing.

 

10

Abbreviation/Term		Description
“SpinCo Group”		(a) Prior to the Distribution Time, SpinCo and each Person that will be a subsidiary of SpinCo as of immediately after the Distribution Time, even if, prior to the Distribution Time, such Person is not a subsidiary of SpinCo; and (b) on and after the Distribution Time, SpinCo and each person that is a subsidiary of SpinCo immediately after the Distribution Time, and each other Person that becomes a subsidiary of SpinCo.
“SpinCo Indebtedness”		Without duplication, in each case calculated in accordance with accounting principles agreed between Gentherm and Modine, the aggregate amount outstanding with respect to any of the following of any member of the SpinCo Group as of the Cut-Off Time: (a) the outstanding principal amount of any indebtedness for borrowed money, including any related accrued and unpaid interest, and, to the extent actually due and payable in connection with the payment of such indebtedness at the Distribution, prepayment fees, premiums or penalties; (b) all obligations under letters of credit, bankers’ acceptances, performance bonds, sureties and similar instruments issued for the account of such Person, in each case, only to the extent drawn; (c) all Liabilities arising out of interest rate and currency swap arrangements and any other arrangements designed to provide protection against fluctuations in interest or currency rates, to the extent such arrangements are required to be unwound or terminated, in accordance with their terms, as a result of the consummation of the Distribution or Merger, calculated, as of the Cut-Off Time, as the amount of any payments that would be required to be paid by such Person to the counterparty banks in the event of an early unwind or early termination of such arrangements at the Cut-Off Time less any amount payable to such Person in connection with such unwind or termination; (d) the amount of any deferred purchase price Liabilities related to past acquisitions for equity, property, assets, goods or services (including holdback amounts or similar items including any contingent obligations to pay a deferred purchase price (including contingent earn-outs but excluding any indemnification or similar non-purchase price obligations) and similar performance-based payment obligations); (e) all obligations under a lease agreement required by GAAP to be recorded as finance lease obligations, but excluding any breakage costs, prepayment penalties or fees or other similar amounts payable in connection with any capitalized leases unless such breakage costs, prepayment penalties, fees or other similar amounts are due and will be paid at the Distribution; (f) (1) any severance obligations with respect to former SpinCo Employees (or current SpinCo Employees with respect to which notice of termination has been provided, other than with respect to terminations at the direction of Gentherm) that are outstanding and unpaid as of the Cut-Off Time; (2) all obligations in respect of unpaid and unfunded nonqualified deferred compensation plan liabilities that are transferred to or assumed by any member of the SpinCo Group pursuant to the Employee Matters Agreement, measured as of the Cut-Off Time and determined on an aggregated basis; (3) all cash dividend equivalent rights in respect of any outstanding Modine Award held by a SpinCo Employee with respect to the portion of the vesting period elapsed on or prior to the Distribution Time; (4) all unfunded or underfunded liabilities under any defined benefit pension, retirement or similar plans or arrangements (including pension service awards, termination indemnitees, jubilee payments, seniority or gratuity payments, and any penalty payments related thereto) that are transferred to or assumed by any member of the SpinCo Group pursuant to the Employee Matters Agreement, measured as of the most recent practicable date prior to the Distribution Time and determined on a projected benefit obligation basis; (5) any liabilities assumed by the SpinCo Group with respect to the Modine Deferred Compensation Plan (as such term is used in the Employee Matters Agreement); (6) the portion of any retention or transaction bonuses payable in connection with the Separation, Distribution or Merger that are or become payable by the SpinCo Group as of the Distribution Time (excluding any liabilities or obligations (A) arising in

 

11

Abbreviation/Term		Description
		connection with any arrangements entered into at the direction of Gentherm or any member of Gentherm Group, (B) pursuant to plans, agreements, arrangements or contracts approved by Modine in writing that require more than 60 days of continued service following the Distribution Time or (C) arising as a result of both the Reorganization, Distribution or Merger and a termination of employment or continued service following the consummation of the Separation, Distribution or Merger); and (7) the employer portion of any taxes payable by any member of the SpinCo Group with respect to any amounts set forth in the preceding clauses (1) through (6) and calculated as if all such amounts were paid on the Closing Date; (g) one hundred percent (100%) of all deferred revenue and customer advances / deposits associated with contracts that are SpinCo contracts (other than with respect to customer owned tooling, which shall be included in the calculation of Net Working Capital); (h) all accrued and unpaid bonuses (including profit-sharing) as of the Cut-Off Time payable to SpinCo Employees, (i) the amount of any unpaid Modine taxes that will be payable by SpinCo or a member of the SpinCo Group; (j) all outstanding factored accounts receivable; (k) any unpaid capital expenditures in accounts payable; (l) any unpaid liabilities related to the items set forth on the applicable schedule to the Separation Agreement; and (m) guaranties of any obligations of the types described in the preceding clauses (a) through (l), inclusive, of any other Person; provided, that if, after the Cut-Off Time but prior to the Distribution, any SpinCo Cash is distributed to Modine or used to pay any SpinCo Designated Transaction Expenses (as such term is used in the Separation Agreement), or SpinCo Indebtedness, such amounts shall not be included in the calculation of Estimated SpinCo Cash or Final SpinCo Cash. Notwithstanding the foregoing, “SpinCo Indebtedness” does not include the aggregate amount outstanding with respect to any of the following of any member of the SpinCo Group as of the Cut-Off Time: (a) any operating or other lease obligations not required to be recorded as finance lease obligations between or among SpinCo and any other member of the SpinCo Group; (b) intercompany obligations between or among SpinCo and any other member of the SpinCo Group to the extent such obligations are not terminated as of the Closing; (c) any obligations under any undrawn letters of credit, banker’s acceptances, performance bonds or similar obligations; (d) any SpinCo Indebtedness incurred by or at the direction of Gentherm and/or any of its Affiliates, including any SpinCo Indebtedness incurred by any such Persons in connection with the Distribution or the transactions contemplated by the Merger Agreement, including indebtedness incurred pursuant to the Bridge Financing and/or the Permanent SpinCo Financing or (e) any amounts included in the definition or calculation of Net Working Capital or SpinCo Designated Transaction Expenses.
“SpinCo Indemnitees”		SpinCo, each member of the SpinCo Group and SpinCo’s Affiliates and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing.
“SpinCo Make Whole Awards”		The number of shares of Gentherm Common Stock underlying the Gentherm Equity Awards that would be awarded in respect of Modine Awards pursuant to the Employee Matters Agreement, based on Modine Awards outstanding as of, and otherwise calculated as of, the Determination Time.
“SpinCo Transferred Employee”		Each SpinCo Employee who remains employed by a member of the SpinCo Group at the time of the Closing or whose employment transfers to a member of the SpinCo Group as of or following the Closing.

 

12

Abbreviation/Term		Description
“Target Net Working Capital”		The sum of (i) $227,238,000, plus (ii) 20.2% of the amount (if any) by which revenue of the Performance Technologies Business for the twelve (12)-month period ended on the last day of the calendar month ended prior to the Closing Date exceeds the revenue of the Performance Technologies Business for the twelve-month period ended on November 30, 2025 ($1,123,542,585); provided, that in no event shall the Target Net Working Capital exceed $232,589,000. For the avoidance of doubt, if the calculation described in clause (ii) results in a negative amount, the Target Net Working Capital shall be $227,238,000.
“Tax Matters Agreement”		The Tax Matters Agreement to be entered into prior to or at the Effective Time, by and among Gentherm, SpinCo and Modine.
“Termination Fee”		A termination fee equal to $45.0 million that Gentherm may be required to pay to Modine in the event of a termination of the Merger Agreement under certain circumstances.
“Threshold Percentage”		50.5%.
“Transaction Documents”		Collectively, the Merger Agreement, the Separation Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the Technical Services Agreements, the Lease Agreement, the Transition Services Agreement, the Trademark Matters Agreement, and the Intellectual Property Matters Agreement and including all annexes, Exhibits, Schedules, attachments and appendices thereto, and any certificate or other instruments delivered by any of the parties thereto to any other party pursuant to the terms thereof.
“Transactions”		The Merger, the Separation, the Distribution, the Gentherm Special Dividend, if any, and the other transactions contemplated by the Transaction Documents.
“Transition Services Agreement”		The Transition Services Agreement to be entered into prior to or at the Effective Time, by and between Modine and SpinCo.
“Treasury Regulations”		Regulations promulgated by the United States Department of the Treasury.
“U.S. Holder”		Has the meaning given in the section of this proxy statement/prospectus entitled “Material U.S. Federal Income Tax Considerations of the Distribution and the Merger.”
“WBCL”		Wisconsin Business Corporation Law.

 

13

QUESTIONS AND ANSWERS

The following are brief answers to certain questions that you, as a Gentherm shareholder, may have regarding the Transactions and the matters being considered at the Special Meeting. You are urged to carefully read this proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters. See the section entitled “Summary” for a summary of important information regarding the Merger Agreement and the Transactions. Additional important information is also contained in the annexes to, and the documents incorporated by reference into, this proxy statement/prospectus. You may obtain the information incorporated by reference into this proxy statement/prospectus, without charge, by following the instructions under the section entitled “Where You Can Find More Information; Incorporation by Reference.”

 

Q:	Why am I receiving this proxy statement/prospectus?

 

A:

You are receiving this proxy statement/prospectus because the parties have agreed that Gentherm will acquire the Performance Technologies Business through the separation of the Performance Technologies Business from Modine into SpinCo pursuant to the Separation, the spin-off and Distribution of SpinCo to Modine shareholders, and the merger of Merger Sub with and into SpinCo, with SpinCo continuing as the surviving corporation in the Merger and becoming a wholly owned subsidiary of Gentherm. The Merger Agreement, which governs the terms and conditions of the Merger, is attached as Annex A to this proxy statement/prospectus. The Separation Agreement, which governs the Separation and the Distribution, is attached as Annex B to this proxy statement/prospectus. The vote of Gentherm shareholders is required in connection with the Transactions. Gentherm is sending these materials to its shareholders to help you decide how to vote your shares with respect to the Share Issuance Proposal, the Charter Amendment Proposal and other important matters.

 

Q:	What matters am I being asked to vote on?

 

A:

In order to implement the Merger, Gentherm shareholders are being asked to consider and vote upon two proposals, including approval of the issuance of shares of Gentherm Common Stock pursuant to the Merger Agreement and approval of an amendment to the Gentherm Charter to effect an increase in the number of authorized shares to facilitate such issuance of shares. Gentherm shareholders are also being asked to consider and vote upon a proposal to approve the adjournment of the Special Meeting, if necessary, (a) to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the Share Issuance Proposal or the Charter Amendment Proposal, (b) if there are insufficient shares of Gentherm Common Stock represented (either in person via the Internet or by proxy) to constitute a quorum necessary to conduct business at the Special Meeting or (c) to allow reasonable time for the filing or mailing of any supplemental or amended disclosures that Gentherm has determined, based on the advice of outside legal counsel, are reasonably likely to be required under applicable law and for such supplemental or amended disclosures to be disseminated and reviewed by Gentherm shareholders prior to the Special Meeting.

The approvals of the Share Issuance Proposal and the Charter Amendment Proposal are the only approvals of Gentherm shareholders required for completion of the transactions contemplated by the Merger Agreement.

 

Q:	When and where will the Special Meeting take place?

 

A:	The Special Meeting will be held on      at    [a.m. / p.m.], Eastern Time, exclusively via the Internet at    .

To attend the Special Meeting, you must be a registered Gentherm shareholder as of the Record Date, or, if your shares are held through a bank, broker or other nominee, you must obtain a legal proxy from such holder and follow the instructions set forth in this proxy statement/prospectus.

 

14

Q:	What constitutes a quorum at the Special Meeting?

 

A:

To conduct the Special Meeting, the holders of a majority of the outstanding shares of Gentherm Common Stock entitled to vote at the Special Meeting must be present in person via the Internet or by proxy. This is referred to as a “quorum.” If a Gentherm shareholder submits a properly executed proxy card or votes via the Internet or by telephone, then such Gentherm shareholder will be considered present at the Special Meeting for purposes of determining the presence of a quorum. Abstentions and any broker “non-votes” will be counted as present for purposes of determining the presence of a quorum. A broker “non-vote” occurs when a bank, broker or other nominee who holds shares for another person (such shares are referred to as “street name” shares) has not received voting instructions from the beneficial owner of the shares with respect to the approval of a non-routine matter and does not have discretionary authority to vote on a proposal. The Share Issuance Proposal, the Charter Amendment Proposal and the Adjournment Proposal are not routine matters. As a result, absent specific instructions from the beneficial owner, banks, brokers and other nominee record holders do not have discretionary authority to vote those “street name” shares in connection with any of the proposals.

 

Q:	Who can vote at the Special Meeting?

 

A:

The Gentherm Board has fixed the close of business on    as the record date for the Special Meeting (the “Record Date”). Only shareholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. As of the Record Date, there were    shares of Gentherm Common Stock issued and outstanding and entitled to vote at the Special Meeting.

 

Q:	What vote is required to approve each proposal?

 

A:

Where a quorum is present, the affirmative vote of a majority of the votes cast in person via the Internet or by proxy by the shareholders entitled to vote thereon at the Special Meeting is required to approve each of the Share Issuance Proposal and the Adjournment Proposal. Where a quorum is present, the affirmative vote of a majority of the outstanding shares entitled to vote on the Charter Amendment Proposal is required to approve the Charter Amendment Proposal.

Approval of one proposal is not conditioned on the approval of the other proposals. However, the issuance of shares of Gentherm Common Stock pursuant to the Share Issuance Proposal and the amendment of the Gentherm Charter pursuant to the Charter Amendment Proposal will not be implemented if the Charter Amendment Proposal is not approved or if the Merger is not consummated.

See “What if a holder does not vote or abstains from voting?” below for information regarding the treatment of abstentions and broker non-votes with respect to the approval of each proposal, as well as for the impact of not voting on a specific proposal.

 

Q:	How do holders of record vote?

 

A:

Shareholders have three options for submitting their votes: (1) via the Internet (by accessing the website listed on their proxy card), (2) by telephone (by calling the toll-free number listed on their proxy card) or (3) by mail using a paper proxy card. Submitting a proxy via the Internet or by telephone provides the same authority to vote shares as returning a paper proxy card by mail. If you participate in the Special Meeting via the Internet, you may vote your shares electronically during the Special Meeting even if you previously voted via the Internet, by telephone or by mail using a paper proxy card.

 

Q:	How do beneficial holders vote?

 

A:	Beneficial shareholders who hold Gentherm shares in “street name” through a bank, broker or other nominee must give instructions to that nominee to vote on their behalf. Please follow the instructions on the voting form from the broker, bank or other nominee who holds your shares.

 

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Q:	If a holder’s shares are held in “street name” through a broker, bank or other nominee, will the broker vote the shares for the holder?

 

A:

Banks, brokers and other nominee record holders holding shares in “street name” have the authority to vote on routine proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominee record holders are precluded from exercising their voting discretion with respect to the approval of non-routine matters. Because each of the Share Issuance Proposal, the Charter Amendment Proposal and the Adjournment Proposal are non-routine matters, absent specific instructions from the beneficial owner, banks, brokers and other nominee record holders are not empowered to vote those “street name” shares in connection with such proposals.

 

Q:	Can holders change their vote?

 

A:	Yes. Holders of record of Gentherm Common Stock who have properly completed and submitted their proxy card or proxy via the Internet, telephone or mail can change their vote or revoke their proxy in any of the following ways:

 

•

notifying Gentherm’s Corporate Secretary in writing (at Gentherm’s address set forth in this proxy statement/prospectus, which notification must be received prior to the proxy’s exercise of the proxy at the Special Meeting);

 

•

voting again via the Internet or by telephone (prior to 11:59 p.m., Eastern Time, on    ), since only the latest vote will be counted; or

 

•

signing and returning, prior to the prior proxy’s exercise at the Special Meeting, another proxy card that is dated after the date of the first proxy card.

Beneficial holders of Gentherm Common Stock who hold shares in “street name” should contact their bank, broker or other nominee for instructions on how to revoke their proxies. Simply attending the Special Meeting will not revoke a proxy.

 

Q:	What if a holder does not vote or abstains from voting?

 

A:

Holders of record on the Record Date may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to each proposal. Abstentions and broker “non-votes” will not be treated as votes cast with respect to each of the Share Issuance Proposal and the Adjournment Proposal and therefore will not have an effect on the determination of whether such proposals have been approved. With respect to the Charter Amendment Proposal, abstentions and broker non-votes, if applicable, will have the same effect as votes against.

Shares represented by proxy will be voted in accordance with your instructions. You may specify how you want your shares to be voted by voting via the Internet, by telephone or by marking the appropriate box on the proxy card that you return via mail. If your proxy card is signed and returned without specifying how you want your shares to be voted, your shares will be voted as recommended by the Gentherm Board. Therefore, such shares will be voted “FOR” the Share Issuance Proposal, “FOR” the Charter Amendment Proposal and “FOR” the Adjournment Proposal.

 

Q:	Does the Gentherm Board support the Merger?

 

A:	Yes. The Gentherm Board has unanimously approved the Merger Agreement and the Merger and recommends that Gentherm shareholders vote “FOR” the Share Issuance Proposal, “FOR” the Charter Amendment Proposal and “FOR” the Adjournment Proposal.

 

Q:	What should holders of Gentherm Common Stock do now?

 

A:	After carefully reading and considering the information contained in this proxy statement/prospectus, holders of Gentherm Common Stock should submit a proxy by mail, via the website or by telephone to vote

 

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their shares as soon as possible so that their shares will be represented and voted at the Special Meeting. Holders should follow the instructions set forth on the enclosed proxy card or on the voting instruction form provided by the record holder if their shares are held in the name of a bank, broker or other nominee.

 

Q:	What are the Transactions described in this proxy statement/prospectus?

 

A:

The Transactions are designed to effect the acquisition of the Performance Technologies Business by Gentherm. References to the “Transactions” are to the Separation, the Distribution, the Gentherm Special Dividend, the Merger and the related transactions contemplated by the Merger Agreement, the Separation Agreement and the other Transaction Documents, as described under “The Transactions” and elsewhere in this proxy statement/prospectus.

 

Q:	What will happen in the Separation?

 

A:

Prior to the Distribution and the Merger, Modine will transfer (or cause to be transferred) and SpinCo will accept and assume (or cause to be accepted and assumed) all of the right, title and interest to and under certain assets and liabilities relating to the Performance Technologies Business. See the section entitled “The Transactions-Overview” and “The Transaction Agreements-The Separation Agreement.”

 

Q:	What will happen in the SpinCo Cash Distribution?

 

A:

Pursuant to the Separation, SpinCo will make a cash distribution to Modine equal to $210.0 million, subject to adjustment as set forth in the Merger Agreement. See the section entitled “The Transaction Agreements-The Separation Agreement-Contribution” and “The Transaction Agreements-The Separation Agreement-Post-Closing Adjustments” for further details of adjustments to the SpinCo Cash Distribution. In addition to the SpinCo Cash Distribution, Modine will be entitled to receive the Cash Transfer, if the Cash Transfer Amount is a positive number.

 

Q:	What will happen in the Distribution that occurs prior to the Merger?

 

A:	Following the SpinCo Cash Distribution, Modine will distribute to its shareholders all of the issued and outstanding shares of SpinCo Common Stock held by Modine by way of a pro rata distribution and for no consideration.

 

Q:	What will happen in the Merger?

 

A:

Following the Distribution, Merger Sub will be merged with and into SpinCo, with SpinCo continuing as the surviving entity, and all shares of SpinCo Common Stock (other than shares held by Modine, SpinCo, Gentherm, Merger Sub or their respective subsidiaries, if any, which shares will be cancelled) will be converted into the right to receive shares of Gentherm Common Stock based on the Exchange Ratio, as calculated and subject to adjustment as set forth in the Merger Agreement. When the Merger is completed, SpinCo will become a wholly owned subsidiary of Gentherm. See the section entitled “The Transactions-Calculation and Adjustments to the Exchange Ratio; Amount of Gentherm Special Dividend.”

 

Q:	Will the Distribution and Merger occur on the same day?

 

A:	Yes. The Merger will occur immediately after the completion of the Distribution.

 

Q:	How will the post-Merger ownership of Gentherm between Modine shareholders and pre-Merger Gentherm shareholders be determined?

 

A:	The post-Merger ownership of Gentherm will result from a negotiated value exchange between Modine and Gentherm, which was based upon a number of factors, including (i) each party’s independent valuations of

 

17

pre-Merger Gentherm and the Performance Technologies Business, (ii) the SpinCo Cash Distribution, subject to adjustment pursuant to the terms of the Merger Agreement, and debt incurred in connection therewith, (iii) the Gentherm Special Dividend paid by Gentherm to its pre-Merger shareholders, if applicable, and (iv) certain tax requirements for a Reverse Morris Trust transaction structure.

Prior to any adjustments as described in more detail under “The Transactions-Calculation and Adjustments to the Exchange Ratio; Amount of Gentherm Special Dividend,” the Exchange Ratio is designed to result in the issued and outstanding shares of Gentherm Common Stock on a fully diluted basis immediately following the Effective Time being owned approximately 40% by the former holders of SpinCo Common Stock immediately prior to the Effective Time (in their capacity as such) and approximately 60% by the Gentherm shareholders immediately prior to the Effective Time (in their capacity as such), without taking into account any overlapping shareholder ownership.

 

Q:	How will the pre-Merger Gentherm shareholders’ ownership of Gentherm be affected by the Merger?

 

A:

The expectation is that, immediately after consummation of the Merger, Gentherm shareholders will own shares of Gentherm Common Stock representing approximately 60% of the outstanding shares of Gentherm Common Stock on a fully diluted basis, without taking into account any overlapping shareholder ownership, assuming no adjustments are required to the Exchange Ratio pursuant to the Merger Agreement. In the unlikely event that an Exchange Ratio adjustment is required as provided in the Merger Agreement, additional shares of Gentherm Common Stock will be issued in the Merger to the former holders of SpinCo Common Stock immediately prior to the Effective Time. In addition, the SpinCo Cash Distribution will be decreased and, under certain circumstances, the Gentherm Board will declare the Gentherm Special Dividend, each of which will economically offset the dilution of the ownership interests of Gentherm’s current shareholders that would result from the additional issuance of Gentherm Common Stock in connection with such Exchange Ratio adjustment. See the section entitled “The Transactions-Calculation and Adjustments to the Exchange Ratio; Amount of Gentherm Special Dividend” and “Risk Factors.”

 

Q:	What is the IRS Ruling and what does that process entail?

 

A:

In its request for the IRS Ruling, Modine has requested rulings regarding the U.S. federal income taxation of certain aspects of the Separation, Contribution and Distribution, including matters relating to the nature and extent of shareholders who may be counted as Overlap Shareholders for purposes of determining the Exchange Ratio in the Merger. For purposes of determining whether one or more persons will acquire, directly or indirectly, equity representing a 50% or greater interest in Modine or SpinCo for purposes of Section 355(e) of the Code, which, if applicable because such an acquisition occurred, could cause the Distribution to be taxable to Modine, Section 355(e) of the Code provides that an acquisition of interests in SpinCo is not taken into account as an acquisition of interests for these purposes to the extent that any Overlap Shareholder’s ownership percentage does not decrease as a result of the Merger. However, no formal guidance exists regarding the manner in which the Overlap Shareholders may be identified or how such Overlap Shareholders’ ownership percentages may be determined for these purposes. Absent receipt of the IRS Ruling, Modine and Gentherm will not be able to make the assumptions about beneficial ownership needed to treat specified investors as Overlap Shareholders (or to determine the amount of overlapping shareholdings). In addition to a ruling on Overlap Shareholders, the IRS Ruling, if granted, is expected to provide rulings on a variety of U.S. federal income taxation consequences of the Transactions, including consequences relating to basis, holding periods and nonrecognition of gain or loss. The Merger Agreement provides that, unless the parties otherwise agree, the Closing will not occur earlier than the third business day following the date on which the applicable closing conditions set forth in the Merger Agreement have been met. One such condition to Closing is that Modine has received the IRS Ruling in form and in substance reasonably satisfactory to Modine and that the IRS Ruling continues to be valid and in full force and effect at the Closing. Furthermore, the IRS Ruling, if received, will only describe the time, manner and methodology for measuring Overlap Shareholders and may be subject to varying interpretations. The actual

 

18

determination and calculation of Overlap Shareholders will be made by Gentherm, Modine and their respective advisors based on the IRS Ruling, but no assurance can be given that the IRS will agree with these determinations or calculations. If the IRS were to determine that the Merger, as a result of an error in the determination of Overlap Shareholders, or other transactions, either before or after the Merger, resulted in one or more persons acquiring directly or indirectly a 50% or greater interest in Modine Common Stock or SpinCo Common Stock and were part of a plan or series of related transactions that included the Distribution, such determination could result in significant tax to Modine, and Gentherm and SpinCo may be obligated to indemnify Modine for all of or a portion of such taxes imposed on Modine. For more information, see the section entitled “Material U.S. Federal Income Tax Considerations of the Distribution and the Merger” and “Risk Factors.”

 

Q:	What is the Gentherm Special Dividend?

 

A:

In the event that additional shares of Gentherm Common Stock are required to be issued to holders of SpinCo Common Stock as a result of an increase to the Exchange Ratio pursuant to the mechanism set forth in the Merger Agreement and described in this proxy statement/prospectus, the Merger Agreement provides that, if the Aggregate Adjustment Amount exceeds the Initial Adjustment Cap, prior to the Closing, the Gentherm Board will declare a special dividend pro rata to the holders of Gentherm Common Stock as of a record date prior to the Closing Date. The amount of the Gentherm Special Dividend will depend in part on the number of shares of Gentherm Common Stock to be issued to Modine shareholders as a result of the adjustment to the Exchange Ratio. The number of shares of Gentherm Common Stock to be issued to Modine shareholders in turn depends on, among other factors, the amount of Overlap Shares. The extent of the Overlap Shares that may be counted in determining the Exchange Ratio will depend on the contents of the IRS Ruling. As such, the amount of the Gentherm Special Dividend will not be known at the time of the Special Meeting, as described in more detail under “The Transactions-Calculation and Adjustments to the Exchange Ratio; Amount of Gentherm Special Dividend;” based on assumptions described therein, the Gentherm Special Dividend, if declared could range from $0.01 per share to approximately $     per share of Gentherm Common Stock (based on the number of shares of Gentherm Common Stock issued and outstanding as of        ). Modine shareholders who receive Gentherm Common Stock in the Merger will not be entitled to the Gentherm Special Dividend since the record date for the Gentherm Special Dividend will be prior to the Effective Time. The receipt of the Gentherm Special Dividend will generally be taxable to Gentherm shareholders for U.S. federal income tax purposes. For information related to the material U.S. federal income tax considerations of the Gentherm Special Dividend to holders of Gentherm Common Stock, see the section entitled “Material U.S. Federal Income Tax Considerations of the Distribution and the Merger-Material U.S. Federal Income Tax Considerations of the Gentherm Special Dividend.” For more information on the Gentherm Special Dividend, see the section of this document entitled “The Transaction Agreements-The Merger Agreement-Merger Consideration; Gentherm Special Dividend.” Based on the existing level of shareholder overlap (and assuming the overlap methodology applies substantially as requested in the IRS Ruling request), such adjustments to the Exchange Ratio pursuant to the mechanism set forth in the Merger Agreement and described in this proxy statement/prospectus are not expected to be triggered and the Gentherm Special Dividend is not anticipated to be declared or to be paid.

 

Q:	What are the parties’ reasons for the Transactions?

 

A:

Gentherm: In reaching a decision to proceed with the Transactions, the Gentherm Board considered a number of factors and risks associated with the Transactions, as described in the section entitled “The Transactions-Gentherm’s Reasons for the Merger; Recommendation of Gentherm’s Board of Directors.”

Modine: In reaching a decision to proceed with the Transactions, the Modine Board considered a number of factors and risks associated with the Transactions, as described in the section entitled “The Transactions-Modine’s Reasons for the Merger; Recommendation of Modine’s Board.”

 

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Q:	Why did the parties decide to structure the Transactions as a Reverse Morris Trust?

 

A:

The parties determined to proceed with the Reverse Morris Trust structure for the Transactions because, among other things, it offers a tax-efficient method of separating the Performance Technologies Business from Modine that is not provided by other structures, thereby making the Reverse Morris Trust structure economically more appealing than alternative transaction structures. Further, the parties determined that a Reverse Morris Trust transaction that counts Overlap Shares for purposes of Section 355(e) of the Code and determining how many shares would be received in the Merger by the former shareholders of SpinCo Common Stock immediately prior to the Effective Time, was preferable because it is expected to permit Gentherm to issue fewer shares of its common stock in the Merger. For more information about Gentherm and Modine’s reasons for the Transactions, see the section entitled “The Transactions-Gentherm’s Reasons for the Merger; Recommendation of Gentherm’s Board of Directors” and “The Transactions-Modine’s Reasons for the Merger; Recommendation of Modine’s Board.”

 

Q:	What is a Reverse Morris Trust?

 

A:

A Reverse Morris Trust transaction structure allows a parent company (in this case, Modine) to divest a subsidiary (in this case, SpinCo) in a tax-efficient manner. The first step of such a transaction is a distribution (a “spin-off”) of the subsidiary’s stock to the parent company stockholders in a transaction that is generally tax-free under Section 355 of the Code. The distributed subsidiary then merges with an acquiring third party (in this case, Gentherm) in a reorganization that is generally tax-free under Section 368 of the Code. Such a transaction can qualify as generally tax-free for U.S. federal income tax purposes for the parent company, its stockholders and the stockholders of the acquiring third party if the transaction structure meets all applicable requirements, including that the parent company stockholders own more than 50% of the stock of the combined entity immediately after the merger.

 

Q:	What will Gentherm shareholders receive in the Merger?

 

A:

Immediately after the consummation of the Merger, Gentherm shareholders will continue to own shares in Gentherm, which will then include the Performance Technologies Business. In the event that additional shares of Gentherm Common Stock are required to be issued to the former shareholders of SpinCo Common Stock as a result of the Exchange Ratio adjustment mechanism and the Aggregate Adjustment Amount exceeds the Initial Adjustment Cap, the Merger Agreement provides that, prior to the Closing, the Gentherm Board will declare the Gentherm Special Dividend. See the section entitled “The Transactions-Calculation and Adjustments to the Exchange Ratio; Amount of Gentherm Special Dividend” and “Risk Factors.”

 

Q:	What will Modine shareholders receive in the Transactions?

 

A:

In connection with the Merger, each Modine shareholder will ultimately receive shares of Gentherm Common Stock and, if applicable, cash in lieu of fractional shares of Gentherm Common Stock. Modine shareholders will not be required to pay for the shares of SpinCo Common Stock distributed in the Distribution or the shares of Gentherm Common Stock issued in the Merger. Modine shareholders will receive cash in lieu of any fractional shares of Gentherm Common Stock to which such shareholders would otherwise be entitled. The shares of SpinCo Common Stock issued in the Distribution will be converted into the right to receive approximately 40% of the outstanding shares of Gentherm Common Stock on a fully diluted basis, without taking into account any overlapping shareholder ownership, immediately following the consummation of the Merger, depending on the Exchange Ratio and any adjustments thereto as provided in the Merger Agreement. Modine shareholders who receive Gentherm Common Stock in the Merger will not be entitled to the Gentherm Special Dividend since the record date for the Gentherm Special Dividend will be prior to the Effective Time. See the section entitled “The Transactions-Calculation and Adjustments to the Exchange Ratio; Amount of Gentherm Special Dividend.”

 

20

Q:	Will Modine shareholders who sell their shares of Modine Common Stock shortly before the completion of the Distribution and Merger still be entitled to receive shares of Gentherm Common Stock with respect to the shares of Modine Common Stock that were sold?

 

A:

Modine Common Stock is currently listed on the NYSE under the ticker symbol “MOD.” It is currently expected that beginning not earlier than    business days before the Distribution Record Date to be established for the Distribution, and continuing through the Closing, there will be two markets in Modine Common Stock on the NYSE: a “regular way” market and an “ex-distribution” market.

If a Modine shareholder sells Modine Common Stock in the “regular way” market under the symbol “MOD” during this time period, such Modine shareholder will sell both their Modine Common Stock and the right to receive shares of SpinCo Common Stock in the Distribution that will be converted into the right to receive shares of Gentherm Common Stock, and cash in lieu of fractional shares (if any), at the Closing. Modine shareholders should consult their brokers before selling their Modine Common Stock in the “regular way” market during this time period to be sure they understand the effect of the NYSE “due-bill” procedures.

If a Modine shareholder sells Modine Common Stock in the “ex-distribution” market during this time period, such Modine shareholder will be selling only his or her Modine Common Stock and will retain the right to receive shares of SpinCo Common Stock in the Distribution that will be converted into the right to receive shares of Gentherm Common Stock, and cash in lieu of fractional shares (if any), at the Closing. After the Closing, the Modine Common Stock will no longer trade in the “ex-distribution” market, and any shares of Modine Common Stock that is sold in the “regular way” market will no longer reflect the right to receive shares of SpinCo Common Stock that will be converted into shares of Gentherm Common Stock, and cash in lieu of fractional shares (if any), at the Closing. See the section entitled “The Transactions-Trading Markets.”

 

Q:	Following the Transaction, in what ways will being a shareholder of both Modine and Gentherm differ from being a Modine shareholder?

 

A:

Following the Transactions, Modine shareholders will continue to own all of their shares of Modine Common Stock. Their rights as Modine shareholders will not change, except that their shares of Modine Common Stock will represent an interest in Modine that no longer includes the Performance Technologies Business. Modine shareholders will also separately own shares of Gentherm Common Stock, which will include the Performance Technologies Business and the pre-Merger Gentherm business. The rights of Modine shareholders and Gentherm shareholders will be different. See the section entitled “Comparison of Shareholders’ Rights.”

 

Q:	Will the Separation, Distribution or Merger affect employees and former employees of Modine who hold Modine equity-based awards?

 

A:

Yes. The Merger will affect the equity awards that may be settled in, or whose value is otherwise determined by reference to the value of, Modine Common Stock held by employees, former employees and non-employee directors of Modine who hold Modine equity-based awards. The treatment of such awards in connection with the Separation, Distribution and Merger is summarized below.

Equity Awards Held by Individuals Other Than SpinCo Transferred Employees. The equity awards held by employees or former employees of Modine who are not SpinCo Transferred Employees or by non-employee directors of Modine will not be converted into or substituted with awards relating to Gentherm Common Stock. Instead, those awards will remain outstanding as awards in respect of shares of Modine Common Stock, subject to adjustment to reflect the Transactions in such manner as determined by the Modine Board or its compensation committee in its sole discretion and in accordance with the applicable Modine equity plans and agreements underlying such equity awards. The Transactions will not automatically result in the accelerated vesting of any of these awards.

 

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Equity Awards Held by SpinCo Transferred Employees. Pursuant to the Employee Matters Agreement, at the Effective Time, each outstanding Modine Option Award, Modine RSU Award and Modine PS Award held by a SpinCo Transferred Employee will be converted into, or substituted with, a corresponding award with respect to Gentherm Common Stock, as follows:

 

•

Modine Option Award: Each outstanding Modine Option Award (whether vested or unvested) held by a SpinCo Transferred Employee as of immediately prior to the Distribution Time will be converted, as of the Effective Time, into a Gentherm stock option award (“Gentherm Option Award”), subject to the same terms and conditions (including with respect to vesting and expiration) as were applicable to the Modine Option Awards immediately prior to the Distribution Time, subject to certain administrative and non-substantive changes as are reasonably required to reflect the Transactions. The (i) number of shares of Gentherm Common Stock subject to each Gentherm Option Award will be equal to the product, rounded down to the nearest whole share, of (a) the number of shares of Modine Common Stock subject to the Modine Option Award immediately prior to the Distribution Time multiplied by (b) the Equity Award Exchange Ratio, and (ii) per-share exercise price of such Gentherm Option Award will be equal to the quotient, rounded up to the nearest cent, of (x) the per-share exercise price of the corresponding Modine Option Award immediately prior to the Distribution Time, divided by (y) the Equity Award Exchange Ratio, in each case, determined in a manner consistent with the requirements of Sections 424 and 409A of the Code.

 

•

Modine RSU Award: Each Modine RSU Award held by a SpinCo Transferred Employee immediately prior to the Distribution Time will be converted, as of the Effective Time, into a Gentherm restricted stock unit award (“Gentherm RSU Award”), subject to the same terms and conditions (including with respect to settlement and vesting) after the Effective Time as were applicable to such Modine RSU Award immediately prior to the Distribution Time, subject to certain administrative and non-substantive changes as are reasonably required to reflect the Transactions. The number of shares of Gentherm Common Stock subject to each Gentherm RSU Award will be equal to the product, rounded to the nearest whole share, of (a) the number of shares of Modine Common Stock subject to the Modine RSU immediately prior to the Distribution Time multiplied by (b) the Equity Award Exchange Ratio.

 

•

Modine PS Award: Each Modine PS Award held by a SpinCo Transferred Employee immediately prior to the Distribution Time will be converted, as of the Effective Time, into a Gentherm RSU Award, subject to the same terms and conditions after the Effective Time as were applicable to such Modine PS Award immediately prior to the Distribution Time (including terms and conditions with respect to settlement and vesting, except that performance conditions will no longer apply). The number of shares of Gentherm Common Stock subject to each Gentherm RSU Award will be equal to the product, rounded to the nearest whole share, of (a) the number of shares of Modine Common Stock subject to the Modine PS Award immediately prior to the Distribution Time, determined based on the greater of target or actual performance, as determined in good faith by the Modine Board (or target performance, for any Modine PS Award granted within 12 months prior to the Distribution Time) multiplied by (b) the Equity Award Exchange Ratio.

The Employee Matters Agreement provides that, with respect to each SpinCo Transferred Employee who received a Modine PS Award in 2025 (or would have been eligible to receive such award if such SpinCo Transferred Employee had been in active employment on such date of grant), if such employee’s employment is terminated by Gentherm for any reason other than “cause” (as defined in the Gentherm Incorporated 2023 Equity Incentive Plan) within 12 months following the Effective Time, any Gentherm Option Awards and Gentherm RSU Awards granted to such SpinCo Transferred Employee in connection with the conversion of their outstanding Modine Awards that would be eligible to vest in the 12 month period following such termination will vest and, for Gentherm Option Awards, become exercisable, as of such termination.

Any shares of Modine Common Stock held by current or former Modine employees as a result of the previous settlement or exercise of vested awards will be treated the same as any other holders of shares of

 

22

Modine Common Stock. See the disclosure under the question “What will Modine shareholders receive in the transaction?” for additional information.

 

Q:	Has Modine set a record date for the Distribution?

 

A:	No. Modine will publicly announce the Distribution Record Date for the Distribution when the Distribution Record Date has been determined. This announcement will be made prior to the completion of the Distribution and the Merger.

 

Q:	What are the material U.S. federal income tax considerations for Gentherm shareholders and Modine shareholders resulting from the Distribution and Merger?

 

A:

For Modine shareholders who are U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations of the Distribution and the Merger”), assuming the Contribution and Distribution qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code, no gain or loss will be recognized upon receipt of SpinCo Common Stock in the Distribution, and the aggregate tax basis in their Modine Common Stock and SpinCo Common Stock will be the same as their Modine Common Stock basis before the Distribution, allocated proportionately based on relative fair market values. The holding period for SpinCo Common Stock will include the holding period of the Modine Common Stock. In the Merger, assuming it qualifies as a reorganization under Section 368(a) of the Code, U.S. Holders of SpinCo Common Stock will not recognize gain or loss upon exchanging SpinCo Common Stock for Gentherm Common Stock, except for any gain or loss on cash received in lieu of a fractional share, which generally will be treated as capital gain or loss. The tax basis in the Gentherm Common Stock received will equal the basis in the surrendered SpinCo Common Stock, and the holding period will include the holding period of the SpinCo Common Stock. Gentherm shareholders will not receive any stock or other consideration in respect of their shares of Gentherm Common Stock (other than any Gentherm Special Dividend, as described in “The Transactions-Calculation and Adjustments to the Exchange Ratio; Amount of Gentherm Special Dividend-Overview”), and accordingly, are not expected to recognize gain or loss in respect of their shares of Gentherm Common Stock. The receipt of any Gentherm Special Dividend may result in taxable income to Gentherm shareholders. Payments for fractional shares and for any Gentherm Special Dividend may be subject to information reporting and backup withholding unless exemptions apply.

For more information, see the section entitled “Material U.S. Federal Income Tax Considerations of the Distribution and the Merger.”

 

Q:	Are there risks associated with the pendency of the Merger and the Closing?

 

A:

Yes. Gentherm may not realize the expected benefits of the Merger because of the risks and uncertainties discussed in the section entitled “Risk Factors” and the section entitled “Cautionary Statement Concerning Forward-Looking Statements.” Those risks include, among others, risks relating to the uncertainty that the Merger will close and the uncertainty that Gentherm will be able to integrate the Performance Technologies Business successfully.

 

Q:	Will the instruments that govern the rights of Gentherm shareholders and Modine shareholders with respect to their shares of the combined company’s common stock after the Merger be different from those that govern the rights of current Gentherm shareholders?

 

A:	No. The rights of the shareholders of the combined company with respect to their shares of the combined company’s common stock after the Merger will continue to be governed by applicable laws and Gentherm’s then existing governing documents.

 

Q:	Who will serve on the Gentherm Board following completion of the Merger?

 

A:	Immediately following the Merger, the Gentherm Board will consist of eleven members, including nine directors who are members of the Gentherm Board then in-office immediately prior to the Merger, and two

 

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directors selected by Modine after good faith consultation with Gentherm. Ron Hundzinski is expected to continue as chair of the Gentherm Board following the Merger.

 

Q:	Who will manage the business of the combined company after the Transactions?

 

A:	Following the Merger, management of the combined company is expected to be led by Gentherm’s existing Chief Executive Officer, Bill Presley.

For more information about the expected executive officers, see the section entitled “Information About Gentherm-Directors and Executive Officers of Gentherm.”

 

Q:	Does Gentherm have to pay anything to Modine if the Merger Agreement is terminated?

 

A:

Depending on the reasons for termination of the Merger Agreement, Gentherm may be required to pay Modine a termination fee equal to $45.0 million in specified limited circumstances. Modine is not required to pay a termination fee under the Merger Agreement. For a discussion of the circumstances under which the Termination Fee would be payable, see the section entitled “The Transaction Agreements-The Merger Agreement.”

 

Q:	Can Gentherm shareholders demand appraisal rights of their shares?

 

A:	Gentherm’s shareholders will not be entitled to exercise appraisal or dissenters’ rights under the MBCA in connection with the Separation, the Distribution or the Merger.

 

Q:	What is the current relationship between SpinCo and Gentherm?

 

A:

SpinCo is currently a wholly owned subsidiary of Modine and was incorporated as a Delaware corporation in January 2026 to effectuate the Separation, the Contribution, the Distribution and the Merger. Other than in connection with the Transactions, there is no relationship between SpinCo and Gentherm.

 

Q:	When will the Merger be completed?

 

A:

The Merger is expected to close in the fourth quarter of calendar year 2026, subject to the completion or waiver of certain specified closing conditions described in this proxy statement/prospectus. Assuming that the Share Issuance Proposal and the Charter Amendment Proposal are approved by the requisite Gentherm shareholders at the Special Meeting, other important conditions to the Closing exist, including, among other things, the consummation of the Separation and the Distribution. However, it is possible that factors outside Gentherm’s and Modine’s control could require Modine to complete the Separation and Distribution and Gentherm and Modine to complete the Merger at a later time or not complete them at all. In addition, the Merger Agreement provides that consummation of the Merger is conditioned on, among other things, the receipt of the IRS Ruling in form and substance reasonably satisfactory to Modine, which shall continue to be valid and in full force and effect as of the Closing, as well as the receipt of other regulatory approvals. For a discussion of the conditions to the Merger, see the sections entitled “The Transactions-Regulatory Approvals,” “The Transaction Agreements-The Merger Agreement-Conditions to the Merger” and “The Transaction Agreements-The Separation Agreement-Conditions to the Distribution.”

 

Q:	Who will bear the cost of soliciting votes for the Special Meeting?

 

A:

Gentherm has engaged Innisfree M&A Incorporated (“Innisfree”) to assist in the solicitation of proxies for the Special Meeting. Gentherm estimates that it will pay Innisfree $75,000, plus additional fees to be determined at the conclusion of the solicitation and reimbursement of reasonable expenses. Gentherm has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

 

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Q:	Who can answer my questions?

 

A:	If you have any questions about the Special Meeting or need to obtain proxy cards or other information, please contact:

Innisfree M&A Incorporated

501 Madison Avenue

New York, New York 10022

(212) 750-5833

 

Q:	Where can I find more information about Gentherm, Modine, SpinCo and the Transactions?

 

A:	You can find out more information about Gentherm, Modine, SpinCo and the Transactions by reading this proxy statement/prospectus and, with respect to Gentherm, from various sources described in “Where You Can Find More Information; Incorporation by Reference.”

 

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HISTORICAL MARKET PRICE DATA AND DIVIDEND INFORMATION FOR GENTHERM

Historical Market Price Data

Gentherm Common Stock is listed and traded on the Nasdaq under the symbol “THRM.” On     , the last practicable trading day prior to the date of this proxy statement/prospectus, there were    shares of Gentherm Common Stock outstanding.

The following table presents the last reported sale price of a share of Gentherm Common Stock, as reported on Nasdaq on January 28, 2026, the last full trading day prior to the public announcement of the Transactions, and on     , the last practicable trading day prior to the date of this proxy statement/prospectus:

 

		Gentherm
January 28, 2026		$	36.04
		$

The market price of Gentherm Common Stock has fluctuated since the date of the public announcement of the Transactions and is expected to continue to fluctuate from the date of this proxy statement/prospectus to the date of the Special Meeting and the date the Merger is completed. No assurance can be given concerning the market price of Gentherm Common Stock before or after completion of the Merger.

Dividend Policy

Gentherm has not declared or paid any dividends on the Gentherm Common Stock in its past three fiscal years and does not currently intend to pay cash dividends in the foreseeable future, other than the Gentherm Special Dividend, if applicable. Any future determination to pay cash dividends will be made at the discretion of the Gentherm Board and will depend on, among other things, Gentherm’s results of operations, cash requirements, financial condition, contractual restrictions contained in current or future financing instruments and other factors that the Gentherm Board may deem relevant.

HISTORICAL MARKET PRICE DATA AND DIVIDEND INFORMATION FOR SPINCO

Historical Market Price Data

No trading market currently exists or ever will exist for SpinCo Common Stock. Modine and Modine shareholders will not be able to trade SpinCo Common Stock before or after it is automatically converted into the right to receive shares of Gentherm Common Stock in the Merger.

Modine Common Stock is listed and traded on the NYSE under the symbol “MOD.” On     , the last practicable trading day prior to the date of this proxy statement/prospectus, there were    shares of Modine Common Stock outstanding.

The following table presents the last reported sale price of a share of Modine Common Stock, as reported on the NYSE on January 28, 2026, the last full trading day prior to the public announcement of the Transactions, and on     , the last practicable trading day prior to the date of this proxy statement/prospectus:

 

		Modine
January 28, 2026		$	146.90
		$

The market price of Gentherm Common Stock has fluctuated since the date of the public announcement of the proposed transactions and will continue to fluctuate from the date of this proxy statement/prospectus to the

 

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date of the Special Meeting and the date the Merger is completed. No assurance can be given concerning the market price of Gentherm Common Stock before or after completion of the Merger. The Gentherm market price at the time that the shares of Gentherm Common Stock are issued to Modine shareholders pursuant to the Merger could be greater than, less than or the same as shown in the table in “Historical Market Price Data and Dividend Information for Gentherm.”

Dividend Policy

Modine has not declared or paid any dividends on the Modine Common Stock in its past three fiscal years and does not currently intend to pay cash dividends in the foreseeable future. Any future determination to pay cash dividends will be made at the discretion of the Modine Board and will depend on, among other things, Modine’s results of operations, cash requirements, financial condition, contractual restrictions contained in current or future financing instruments and other factors that the Modine Board may deem relevant.

 

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RISK FACTORS

You should carefully consider the following risk factors, together with the other information contained or incorporated by reference in this proxy statement/prospectus and the exhibits hereto. In addition, you should consider the risks associated with Gentherm and its business included in Gentherm’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in any subsequent Gentherm Quarterly Reports on Form 10-Q, and the risks associated with SpinCo and the Performance Technologies Business included in Modine’s Annual Report on Form 10-K for the year ended March 31, 2025 and in any subsequent Modine Quarterly Reports on Form 10-Q, all of which are incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information; Incorporation by Reference” for more information about the documents incorporated by reference in this proxy statement/prospectus. For a discussion of additional considerations for the forward-looking statements in this proxy statement/prospectus, please see “Cautionary Statement Concerning Forward-Looking Statements.”

Any of the following risks could materially adversely affect the business, financial condition and results of operations of Gentherm, the Performance Technologies Business or the combined company and the actual outcome of matters as to which forward-looking statements are made in this proxy statement/prospectus. In such case, the market price of Gentherm Common Stock could decline, and you could lose all or part of your investment. The risks described below are not the only risks that Gentherm and the Performance Technologies Business currently face or that the combined company will face after the completion of the Transactions. Additional risks and uncertainties not currently known or that are currently expected to be immaterial may also materially adversely affect the business, financial condition and results of operations of Gentherm, the Performance Technologies Business or the combined company or the market price of Gentherm Common Stock in the future. Past financial and operational performance may not be a reliable indicator of future performance, and you are cautioned not to unduly rely on historical trends to anticipate results or trends in future periods.

Risks Related to the Transactions

The Transactions may not be completed on the terms or timeline currently contemplated, or at all, and the failure to complete the Transactions could adversely impact the market price of Gentherm Common Stock.

The consummation of the Transactions is subject to certain conditions, as described in this proxy statement/prospectus, including: (i) approval of the Share Issuance Proposal, and the Gentherm Charter Amendment Proposal by the requisite vote of Gentherm’s shareholders; (ii) obtaining antitrust or competition law regulatory approvals in certain jurisdictions; (iii) the receipt of certain opinions of counsel as to tax matters pertaining to the Transactions; (iv) the consummation of the Bridge Financing and/or the Permanent SpinCo Financing and (v) the receipt of the IRS Ruling, which shall continue to be valid and in full force and effect as of the Closing. See “The Transaction Agreements-The Merger Agreement-Conditions to the Merger” and “The Transaction Agreements-The Separation Agreement-Conditions to the Distribution.” There is no assurance that these conditions will be met or that the Transactions will be completed on the terms or timeline currently contemplated, or at all.

If the Transactions are not completed for any reason, the price of Gentherm Common Stock may decline. If the Transactions are not consummated because the Merger Agreement is terminated, Gentherm may be required under certain circumstances to pay Modine a termination fee of $45.0 million and may be required to reimburse Modine for certain expenses. In addition, Gentherm and Modine may elect to terminate the Merger Agreement in certain other circumstances as further detailed in the section entitled “The Transaction Agreements-The Merger Agreement-Termination.”

If the Transactions are completed, Gentherm may not realize the anticipated financial and other benefits, including growth opportunities, expected from the Transactions.

Gentherm expects that it will realize synergies, growth opportunities and other financial and operating benefits as a result of the Transactions. Gentherm’s success in realizing these benefits, and the timing of their

 

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realization, depends, among other things, on the successful integration of the business operations of the Performance Technologies Business with Gentherm. Even if Gentherm is able to integrate the Performance Technologies Business successfully, Gentherm cannot predict with certainty if or when these synergies, growth opportunities and other benefits will be realized, or the extent to which they will actually be achieved. For example, the benefits from the Transactions may be offset by costs incurred in integrating the Performance Technologies Business or in otherwise consummating the Transactions. Realization of any synergies, growth opportunities or other benefits could be affected by the factors described in other risk factors and a number of factors beyond Gentherm’s control, including, without limitation, general economic conditions, increased operating costs and regulatory developments.

The pendency of the Merger could have an adverse effect on Gentherm’s business, financial condition, results of operations or business prospects, as well as the price of Gentherm Common Stock.

The announcement and pendency of the Merger could disrupt Gentherm’s existing and future business in negative ways. For example, customers and other third-party business partners of Gentherm or the Performance Technologies Business could seek to terminate or renegotiate their relationships with Gentherm or the Performance Technologies Business as a result of the pending Merger, whether pursuant to the terms of their existing agreements or otherwise. In addition, current and prospective employees of Gentherm and the Performance Technologies Business may experience uncertainty regarding their future roles with the combined company, which might adversely affect Gentherm’s ability to retain, recruit and motivate key personnel. Should they occur, any of these events could adversely affect the stock price of, or adversely affect the financial condition, results of operations or business prospects of, Gentherm, regardless of whether the Merger is completed.

Gentherm will incur significant costs related to the Transactions that could have a material adverse effect on its liquidity, cash flows and results of operations.

Gentherm expects to incur significant one-time costs in connection with the Transactions. These costs have been, and will continue to be, substantial and, in many cases, will be borne by Gentherm whether or not the Merger is completed. A substantial majority of these one-time costs will be transaction-related fees and expenses and include, among others, fees paid to financial, legal and accounting and other professional advisors, filing fees, employee retention and other employment-related costs, and transition and pre-Merger integration planning-related expenses. While Gentherm expects to be able to fund these one-time costs using cash from operations and/or borrowings under existing and anticipated credit sources, these costs could negatively impact Gentherm’s liquidity, cash flows and results of operations.

Gentherm will be responsible for all Performance Technologies Business Liabilities following the completion of the Transactions, and is acquiring the Modine Assets on an “as is,” “where is” and “with all faults” basis.

As described in “The Transaction Agreements-The Separation Agreement,” in connection with the Separation, SpinCo will generally assume and be responsible for any liabilities that arise relating to the ownership, operations or conduct of the Performance Technologies Business following the Distribution. The Separation Agreement also provides that the SpinCo Assets are being conveyed to SpinCo on an “as is” and “where is” basis. Although Modine is subject to certain indemnification obligations in favor of SpinCo and Gentherm under the Separation Agreement, these are generally limited to indemnification for certain indemnifiable losses to the extent relating to, arising out of or resulting from any breach by Modine of any provision of the Separation Agreement or specified liabilities of the Performance Technologies Business arising prior to the Distribution that Modine agreed to retain. Furthermore, Modine may not agree with claims by SpinCo that a matter is subject to such indemnification obligations or with the extent to which SpinCo asserts that a matter is subject to such indemnification obligations. See “The Transaction Agreements-The Separation Agreement” for a detailed description of the liabilities that SpinCo is assuming in the Transactions.

 

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In addition, although the Merger Agreement contains certain representations and warranties about the Performance Technologies Business, the representations and warranties were made only as of the times set forth therein and will not survive the Effective Time. Accordingly, Gentherm will have no remedies with respect to any breach of Modine’s or SpinCo’s representations in the Merger Agreement after the Effective Time, except for certain rights under applicable law to bring a claim for fraud with respect to any representation or warranty made in the Merger Agreement.

As such, notwithstanding whether any SpinCo Liability or any issue with a SpinCo Asset is related to a breach of a representation or warranty in the Merger Agreement, SpinCo and, by virtue of the Merger, Gentherm will bear full responsibility for any and all SpinCo Liabilities and any liabilities, contingencies or other losses with respect to SpinCo Assets following the completion of the Transactions. To the extent any such SpinCo Liabilities are larger than anticipated, or any liability, contingency or loss with respect to a SpinCo Asset prohibits the Performance Technologies Business from operating as planned, they could have a material adverse impact on the business, financial condition and results of operations of the combined company.

Gentherm or Modine may waive one or more of certain conditions to the consummation of the Merger, which could require the parties to consummate the Merger on terms materially less favorable to the combined company and its shareholders.

Prior to the Closing, Gentherm or Modine may waive, in whole or part, one or more of the conditions to its respective obligations to consummate the Merger, including conditions relating to the accuracy of the other party’s representations and warranties, compliance with pre-closing covenants, or the receipt of certain closing deliverables and legal opinions. The waiver of any closing conditions could require the parties to consummate the Merger on terms materially less favorable to the combined company and its shareholders. For example, if Gentherm waives a breach of a Modine representation or covenant, Gentherm may have to complete the Merger despite the existence of unexpected SpinCo Liabilities or a material adverse change in the Performance Technologies Business without any post-closing recourse. If either Gentherm or Modine waive a condition relating to the receipt of a tax opinion or, in Modine’s case, the IRS Ruling, the waiver could jeopardize the intended tax-free treatment of the Separation, the Distribution or the Merger, which could expose Gentherm, Modine, and their respective shareholders to substantial tax liabilities. Gentherm will evaluate the materiality of any waiver of any condition to closing in light of the facts and circumstances at such time to determine whether any amendment of this proxy statement/prospectus or any re-solicitation of proxies is required.

Gentherm is required to abide by potentially significant restrictions that could limit its ability to undertake certain corporate actions that otherwise could be advantageous.

The Merger Agreement restricts Gentherm from taking specified actions without Modine’s consent until the Transactions are completed or the Merger Agreement is terminated, including making certain significant acquisitions or investments, entering into certain new lines of business, incurring certain indebtedness in excess of certain thresholds, making non-ordinary course capital expenditures, amending or modifying certain contracts, divesting certain assets (including certain intellectual property rights) and making certain non-ordinary course changes to personnel and employee compensation.

If the Contribution and the Distribution do not qualify under Sections 355 and 368(a) of the Code, including as a result of an error in the determination of Overlap Shareholders or subsequent acquisitions of Gentherm Common Stock or Modine Common Stock, then Modine and Modine shareholders could incur significant tax liabilities, and Gentherm and SpinCo may be obligated to indemnify Modine for such taxes imposed on Modine.

The obligation of Modine and SpinCo to complete the Transactions is conditioned on receipt of the Modine Merger Tax Opinion and Modine Distribution Tax Opinion (together, the “Modine Tax Opinions”), which will include an opinion to the effect that the Contribution, together with the Distribution, will qualify as a

 

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“reorganization” within the meaning of Section 368(a) and as a distribution in connection with which no gain or loss is recognized to the Modine shareholders under Section 355 of the Code. The Modine Tax Opinions will be based on, among other things, certain representations and assumptions as to factual matters and certain covenants made by Gentherm, SpinCo and Modine. The failure of any factual representation, assumption or covenant to be true, correct and complete in all material respects could adversely affect the validity of the opinion of counsel. An opinion of counsel represents counsel’s best legal judgment, is not binding on the IRS or the courts, and the IRS or the courts may not agree with the opinion. In addition, the opinion will be based on current law and cannot be relied upon if current law changes with retroactive effect.

Modine will recognize gain for U.S. federal income tax purposes on the Distribution pursuant to Section 355(e) of the Code if there is a 50% or greater change in ownership of either Modine or SpinCo, directly or indirectly, as part of a plan or series of related transactions that include the Distribution. For this purpose, any acquisitions of SpinCo, Modine or Gentherm capital stock within the period beginning two years before the Distribution and ending two years after the Distribution are presumed to be a part of such plan, although Modine and Gentherm may be able to rebut that presumption. Modine has requested the IRS Ruling with respect to certain tax aspects of the Transactions, including matters relating to the nature and extent of shareholders who may be counted for tax purposes as Overlap Shareholders for purposes of determining the Exchange Ratio in the Merger Agreement. If the IRS Ruling is not received, Modine and Gentherm will not be able to rely on ownership by Overlap Shareholders for purposes of such a determination. Assuming the IRS Ruling is received, the Merger Agreement provides that the number of shares of Gentherm Common Stock that may be issued in the Merger is subject to increase at the Closing such that the former shareholders of SpinCo Common Stock (taking into account the Overlap Shareholders) own at least the Threshold Percentage of the outstanding Gentherm Common Stock for purposes of Section 355(e) of the Code immediately following the Closing. The continuing validity of the IRS Ruling, if received, will be subject to the accuracy of factual representations and assumptions made in the ruling request. Moreover, the IRS Ruling, if received, is expected to only describe the time, manner and methodology for measuring Overlap Shareholders and may be subject to varying interpretations. The actual determination and calculation of Overlap Shareholders will be made by Gentherm, Modine and their respective advisors based on the IRS Ruling, but no assurance can be given that the IRS will agree with these determinations or calculations. If the IRS were to determine that the Merger, as a result of an error in the determination of Overlap Shareholders, or other acquisitions of SpinCo, Modine or Gentherm capital stock, either before or after the Distribution, resulted in a 50% or greater change in ownership and were part of a plan or series of related transactions that included the Distribution, such determination could result in significant tax to Modine. In certain circumstances and subject to certain limitations, under the Tax Matters Agreement, Gentherm and SpinCo are required to indemnify Modine for 100% of the taxes that result if the Distribution becomes taxable as a result of certain actions by SpinCo or Gentherm and for 60% of the taxes that result as a result of a miscalculation of the Overlap Shareholders. If Gentherm and SpinCo are required to indemnify Modine pursuant to these provisions, this indemnification obligation could be substantial and could have a material adverse effect on Gentherm and SpinCo, including with respect to financial condition and results of operations.

For more information, see the section entitled “Material U.S. Federal Income Tax Considerations of the Distribution and the Merger.”

If the Merger does not qualify as a reorganization under Section 368(a) of the Code, Modine shareholders could incur significant tax liabilities.

The obligations of SpinCo and Gentherm to consummate the Merger are conditioned, respectively, on Modine’s receipt of the Modine Merger Tax Opinion and Gentherm’s receipt of the Gentherm Merger Tax Opinion, in each case to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. These opinions will be based upon, among other things, certain representations and assumptions as to factual matters and certain covenants made by Gentherm, Modine, SpinCo and Merger Sub. The failure of any factual representation, assumption or covenant to be true, correct and complete in all material respects could adversely affect the validity of the opinions. An opinion of counsel represents counsel’s best legal

 

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judgment, is not binding on the IRS or the courts, and the IRS or the courts may not agree with the opinion. In addition, the opinions will be based on current law, and cannot be relied upon if current law changes with retroactive effect. If the Merger does not qualify as a reorganization within the meaning of Section 368(a) of the Code, U.S. Holders, as defined in “Material U.S. Federal Income Tax Considerations of the Distribution and the Merger,” of SpinCo, would be considered to have made a taxable sale of their SpinCo Common Stock to Gentherm, and such U.S. Holders of SpinCo generally would recognize taxable gain or loss on their receipt of Gentherm Common Stock in the Merger.

For more information, see the section entitled “Material U.S. Federal Income Tax Considerations of the Distribution and the Merger.”

The amount of the Gentherm Special Dividend that Gentherm may pay, and the number of shares of Gentherm Common Stock that Gentherm may issue, in the Transactions are uncertain.

In order to preserve the tax-free nature of the Distribution for U.S. federal income tax purposes, the Merger Agreement provides that the number of shares of Gentherm Common Stock that may be issued in the Merger is subject to increase at the Closing such that the former holders of SpinCo Common Stock (taking into account the Overlap Shareholders) own at least the Threshold Percentage of the outstanding shares of Gentherm Common Stock immediately following the Merger.

In addition, in connection with the Transactions, Modine has requested the IRS Ruling with respect to certain tax aspects of the Transactions, including matters relating to the nature and extent of shareholders who may be counted for tax purposes as Overlap Shareholders for purposes of determining the Exchange Ratio in the Merger Agreement. The extent of the Overlap Shareholders that may be counted in determining the Exchange Ratio will depend on whether the IRS Ruling is received and on the contents of the IRS Ruling. If the IRS Ruling is not received, Gentherm and Modine will not be able to make the assumptions about beneficial ownership needed to treat specified investors as Overlap Shareholders, which could result in a greater increase in the Exchange Ratio than would otherwise occur.

In the event that the number of shares of Gentherm Common Stock issued in the Merger is increased in the manner described above, the Merger Agreement provides for corresponding adjustments to the SpinCo Cash Distribution and, depending on the size of the increase, the declaration of the Gentherm Special Dividend pro rata to holders of Gentherm Common Stock as of a record date prior to the Closing Date. The size of any such adjustment to the SpinCo Cash Distribution and the amount of any Gentherm Special Dividend, if declared, will depend on the magnitude of the Aggregate Adjustment Amount and the operation of the Initial Adjustment Cap, the Intermediate Adjustment Cap and the Final Adjustment Cap. The Gentherm Special Dividend, if declared, could range from $0.01 per share to approximately $    per share of Gentherm Common Stock, plus, in certain circumstances, an additional amount up to the Excess Adjustment Amount. If the Aggregate Adjustment Amount exceeds the Final Adjustment Cap and Gentherm and Modine do not exercise their respective discretionary rights to fully account for the Excess Adjustment Amount, the Exchange Ratio will not be increased as contemplated and neither Modine nor Gentherm will be obligated to consummate the Transactions.

The extent of the Overlap Shareholders is outside of Gentherm’s and Modine’s control and will not be known until shortly before the Closing. In addition, the grant of the IRS Ruling is within the discretion of the IRS. Accordingly, Gentherm, Modine and SpinCo can offer no assurance concerning the extent of the Overlap Shareholders at the Closing, the number of additional shares of Gentherm Common Stock (if any) that may be issued in the Merger, the amount of the Gentherm Special Dividend (if any) or whether the IRS Ruling will be received. Based on the existing level of shareholder overlap, and assuming the overlap methodology applies substantially as requested in the IRS Ruling request, the parties do not currently anticipate that an adjustment to the Exchange Ratio will be triggered or that the Gentherm Special Dividend will be declared or paid; however, there can be no assurance that this will be the case. The receipt of the Gentherm Special Dividend, if declared, generally will be taxable to Gentherm shareholders for U.S. federal income tax purposes.

 

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For more information, see the sections entitled “The Transactions-Calculation and Adjustments to the Exchange Ratio; Amount of Gentherm Special Dividend,” “The Transactions-IRS Ruling” and “Material U.S. Federal Income Tax Considerations of the Distribution and the Merger.”

Current Gentherm shareholders’ percentage ownership interest in Gentherm will be substantially diluted in the Merger.

Based on the Exchange Ratio, which is subject to potential adjustment under limited circumstances, immediately following the Merger, the pre-Merger Gentherm shareholders will own, in the aggregate, approximately 60% of the issued and outstanding shares of Gentherm Common Stock, disregarding any share overlap. See “The Transaction Agreements-The Merger Agreement-Merger Consideration; Gentherm Special Dividend.” Consequently, Gentherm’s pre-Merger shareholders, as a group, will be substantially diluted in the Merger and have less ability to exercise influence over the management and policies of Gentherm following the Merger than immediately prior to the Merger.

The calculation of the number of shares of Gentherm Common Stock to be issued in the Merger will not be adjusted if there is a change in the value of the Performance Technologies Business or Gentherm before the Merger is completed.

The number of shares of Gentherm Common Stock to be issued by Gentherm in the Merger will not be adjusted based on a change in the value of the Performance Technologies Business or its assets or in the value of Gentherm prior to the consummation of the Transactions. Modine shareholders who receive SpinCo common stock in the Distribution will receive a fixed number of shares of Gentherm Common Stock, subject to certain potential adjustments under limited circumstances, pursuant to the Merger Agreement, rather than a number of shares with a particular fixed market value. As a result, the actual value of the Gentherm Common Stock to be received by SpinCo stockholders in the Merger will depend on the value of Gentherm’s shares at the time of the consummation of the Merger, and may be more or less than the current value of the Gentherm Common Stock.

The market price of Gentherm Common Stock has fluctuated since the date on which Gentherm and Modine announced they entered into the Merger Agreement and will continue to fluctuate from the date of this proxy statement/prospectus to the date of the Special Meeting, and the date on which SpinCo stockholders actually receive the Merger Consideration. The market price of Gentherm Common Stock will fluctuate during these periods as a result of a variety of factors, including general market and economic conditions, changes in Gentherm’s business, operations and prospects, market assessments of Gentherm’s business, operations and prospects and of the likelihood that the Merger will be completed and regulatory considerations. Such factors are difficult to predict and in many cases are beyond the control of Gentherm.

The Performance Technologies Business may be negatively impacted if Gentherm is unable to provide benefits and services, or access to equivalent financial strength and resources, to the Performance Technologies Business that historically have been provided by Modine.

The Performance Technologies Business has historically received benefits and services from Modine and has benefited from Modine’s financial strength and extensive network of service offerings. After the Transactions, the Performance Technologies Business will become part of Gentherm, and the Performance Technologies Business will no longer benefit from Modine’s services or financial strength or have access to Modine’s extensive business relationships outside of its Performance Technologies Business. While Modine has agreed to provide certain transition services to SpinCo for a period of time following the consummation of the Transactions, it cannot be assured that Gentherm will be able to adequately or timely replace or provide resources formerly provided by Modine, or replace them at the same or lower cost. If Gentherm is not able to replace the resources provided by Modine or is unable to replace them without incurring significant additional costs or is delayed in replacing the resources provided by Modine, Gentherm’s business and results of operations may be negatively impacted.

 

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The historical financial information of the Performance Technologies Business may not be representative of its results if it had been operated as a standalone business or as part of Gentherm, and as a result, may not be a reliable indicator of future results of the Performance Technologies Business.

The Performance Technologies Business is currently operated through various subsidiaries of Modine, some of which also operate other businesses of Modine and will not be transferred to Gentherm in connection with the Transactions. Consequently, the financial information of the Performance Technologies Business included in this proxy statement/prospectus has been derived from the consolidated financial statements and accounting records of Modine and reflects assumptions and allocations made by Modine. The financial position, results of operations and cash flows of the Performance Technologies Business presented may be materially different from those that would have resulted if the Performance Technologies Business had been operated as a standalone company or by a company other than Modine. For example, in preparing the financial statements of the Performance Technologies Business, Modine made an allocation of Modine costs and expenses that are attributable to the Performance Technologies Business. However, these costs and expenses reflect the costs and expenses attributable to the Performance Technologies Business as part of a larger organization and do not necessarily reflect costs and expenses that would be incurred by the Performance Technologies Business had it been operated as part of an organization of the nature, size and scale of Gentherm, and thus may not reflect costs and expenses that would have been incurred had the Performance Technologies Business been operated as a part of Gentherm. As a result, the historical financial information of the Performance Technologies Business may not be a reliable indicator of the future results of the Performance Technologies Business as a part of Gentherm, or the results the Performance Technologies Business would have historically achieved for the periods indicated therein as a standalone business.

The opinion of Gentherm’s financial advisor does not reflect changes in circumstances between the date of delivery of such opinion and completion of the Merger and does not address the fairness of the Exchange Ratio from a financial point of view at the time the Transactions are completed.

Gentherm obtained an opinion from its financial advisor, Barclays, in connection with signing the Merger Agreement and has not obtained an updated opinion from Barclays as of the date of this proxy statement/prospectus and does not anticipate asking Barclays to update its opinion prior to completion of the Transactions. In addition, Barclays has no obligation to update, revise, or reaffirm its opinion. Changes in the operations and prospects of Gentherm or SpinCo, general market and economic conditions, changes in applicable law or regulation and other factors, some of which may be beyond the control of Gentherm, SpinCo or Modine, may significantly alter the value of Gentherm or the Performance Technologies Business or the market price of Gentherm Common Stock by the time the Transactions are completed. The opinion does not speak as of the time the Transactions will be completed or as of any date other than the date of such opinion, and therefore the opinion does not address the fairness of the Exchange Ratio from a financial point of view at the time the Merger is completed. For a description of the opinion that Gentherm received from Barclays, please refer to the section titled “The Transactions-Opinion of Barclays.”

The unaudited pro forma condensed combined financial statements of Gentherm are based in part on certain assumptions regarding the Transactions and may not be indicative of Gentherm’s future operating performance.

The unaudited pro forma condensed combined financial statements presented in this proxy statement/prospectus combine the separate historical financial statements of Gentherm and the Performance Technologies Business that are included or incorporated by reference in this proxy statement/prospectus, are based on a variety of adjustments, assumptions and preliminary estimates and are not necessarily indicative of what the financial position or the results of operations of the combined company would have been had the Merger occurred as of or for the periods presented. The unaudited pro forma condensed combined financial statements also do not reflect what the financial position or results of operations of the combined company will be in the future.

Gentherm expects to account for the Merger as an acquisition of SpinCo, with Gentherm being the accounting acquirer. Following the closing of the Merger, Gentherm expects to complete the purchase price

 

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allocation for the acquisition of SpinCo after determining the fair value of SpinCo’s assets and liabilities. The final purchase price allocation may be different than the preliminary allocation reflected in the unaudited pro forma purchase price allocation presented in this proxy statement/prospectus, and this difference may be material.

The unaudited pro forma condensed combined financial statements do not reflect the costs of any integration activities or incremental capital expenditures that Gentherm management believes are necessary to realize the anticipated synergies or other financial or operational benefits from the Transactions. Accordingly, the unaudited pro forma condensed combined financial statements included in this proxy statement/prospectus do not reflect what the combined company’s results of operations or operating condition would have been had Gentherm and SpinCo been a consolidated entity during all periods presented, or what the combined company’s results of operations and financial condition will be in the future. For more information, see the unaudited pro forma condensed combined financial statements and the certain financial forecasts contained in this proxy statement/prospectus.

Gentherm’s judgments and estimates related to the acquisition accounting models used to record the purchase price allocation could be inaccurate.

Gentherm management will make significant accounting judgments and estimates in connection with the application of acquisition accounting under U.S. GAAP and the underlying valuation models. The combined company’s business, financial condition and results of operations could be materially adversely impacted in future periods if Gentherm management’s accounting judgments and estimates related to these models prove to be inaccurate.

Gentherm and the Performance Technologies Business may have difficulty attracting, motivating and retaining executives and other employees in light of the Transactions.

Uncertainty about the effect of the Transactions on current Gentherm employees and employees of the Performance Technologies Business may have an adverse effect on Gentherm and the Performance Technologies Business. This uncertainty may impair Gentherm’s and the Performance Technologies Business’s ability to attract, retain and motivate personnel. Employee retention may be particularly challenging during the pendency of the Transactions, as employees may feel uncertain about their future roles with Gentherm or the Performance Technologies Business after their combination. If large numbers of employees or a concentration of critical employees of Gentherm or the Performance Technologies Business depart because of issues relating to the uncertainty or perceived difficulties of integration or a desire not to become employees of Gentherm after the Transactions, Gentherm’s ability to realize the anticipated benefits of the Transactions could be materially adversely affected.

The trading prices of Gentherm Common Stock may not be an appropriate proxy for the prices of SpinCo common stock.

The calculated per-share value for SpinCo common stock is based on the trading prices for Gentherm Common Stock, which may not be an appropriate proxy for the prices of SpinCo common stock. There currently is no trading market for SpinCo common stock. Modine believes, however, that the trading price for Gentherm Common Stock is an appropriate proxy for the trading price of SpinCo common stock because immediately following the consummation of the Distribution, Merger Sub will be merged with and into SpinCo, and SpinCo will continue as the surviving corporation and a wholly owned subsidiary of Gentherm. There can be no assurance, however, that Gentherm Common Stock will trade after the Merger on the same basis that Gentherm Common Stock trades prior to the Transactions. In addition, it is possible that the trading prices of Gentherm Common Stock prior to consummation of the Merger will not fully reflect the anticipated value of Gentherm Common Stock after the Merger.

 

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Neither Gentherm shareholders nor Modine shareholders will be entitled to appraisal rights in connection with the Transactions.

Appraisal rights are statutory rights that, if applicable under state law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction. Neither Gentherm shareholders nor Modine shareholders (including in their capacity as SpinCo stockholders following the Distribution) are entitled to appraisal rights in connection with the Transactions. For more information, see the section entitled “Appraisal Rights.”

Shareholder litigation, if any, could prevent or delay the consummation of the Transactions or otherwise negatively impact the business and operations of Gentherm, Modine or the Performance Technologies Business.

The parties may incur costs in connection with the defense or settlement of any securities class action lawsuits and derivative lawsuits filed in connection with the Transactions. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and require management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Gentherm’s liquidity and financial condition. Lawsuits that may be brought against Gentherm or its directors could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Merger Agreement already implemented and to otherwise enjoin the parties from consummating the Merger. One of the conditions to the closing of the Merger is that no Law or Order (each as defined in the Merger Agreement) is promulgated, issued or granted by any Governmental Authority of competent jurisdiction in the United States, Czech Republic and Germany. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, that injunction may delay or prevent the Merger from being completed within the expected timeframe or at all, which may adversely affect the business, financial condition and results of operations of Gentherm, Modine or SpinCo.

The exclusive forum provisions in the Gentherm Bylaws could limit Gentherm shareholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with Gentherm, its directors, officers or employees, which may increase costs of, or discourage, shareholder lawsuits.

The Gentherm Bylaws require that, unless Gentherm consents in writing to the selection of an alternative forum, the courts of the State of Michigan located in Oakland County and the United States District Court for the Eastern District of Michigan, to the fullest extent permitted by law, shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on Gentherm’s behalf, (ii) any action asserting a claim of breach of fiduciary duty owed by any of Gentherm’s directors, officers or other employees to Gentherm or to Gentherm’s shareholders, (iii) any action asserting a claim arising pursuant to any provision of the MBCA, as may be amended from time to time, or (iv) any action asserting a claim otherwise governed by the State of Michigan’s “internal affairs doctrine”. This exclusive forum provision does not apply to any action or proceeding asserting a claim under the Securities Act or the Exchange Act.

The exclusive forum provisions in the Gentherm Bylaws may limit the ability of a shareholder to bring a claim in a judicial forum that it finds favorable for disputes with Gentherm, the combined company or their respective directors, officers or other employees, which may discourage such lawsuits. Shareholders that elect to bring claims could incur additional litigation costs, including expenses related to travel and retaining local Michigan counsel. The designated Michigan courts may reach different judgments or results than other courts, including courts where a shareholder would otherwise choose to file, and such judgments may be more favorable to Gentherm or the combined company than to its shareholders.

There is potential uncertainty as to whether a court would enforce the exclusive forum provisions in the Gentherm Bylaws. The enforceability of similar choice-of-forum provisions in other companies’ bylaws has been

 

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challenged in legal proceedings. If a court found the exclusive forum provisions in the Gentherm Bylaws to be inapplicable to, or unenforceable in respect of, a specific legal action, Gentherm may incur additional costs associated with resolving such action in other jurisdictions, which could materially and adversely affect its business, financial condition and results of operations.

The Transactions could discourage other companies from trying to acquire Gentherm before, or for a period of time following, completion of the Transactions.

Certain provisions in the Merger Agreement could discourage a third party from submitting an alternative transaction proposal prior to the completion of the Transactions. The Merger Agreement generally prohibits Gentherm from soliciting or engaging in discussions with respect to any acquisition proposal during the pendency of the Merger, subject to certain exceptions relating to the exercise of fiduciary duties by the Gentherm Board, and Gentherm must hold its shareholder meeting to vote on the Share Issuance Proposal and the Gentherm Charter Amendment Proposal even if an unsolicited acquisition proposal is received that the Gentherm Board determines is superior. In addition, the Merger Agreement obligates Gentherm to pay Modine a termination fee in certain circumstances involving alternative acquisition proposals, which could deter third parties from proposing alternative acquisition proposals, including acquisition proposals that could result in greater value to Gentherm shareholders than the Transactions, and the payment of the termination fee could adversely affect Gentherm’s financial condition. In addition, certain provisions of the Tax Matters Agreement, which are intended to preserve the intended tax treatment of the Separation and Distribution, could discourage acquisition proposals for a period of time following the Transactions. See “The Transaction Agreements-The Merger Agreement-Board Recommendation.”

Gentherm currently expects to issue approximately     million shares of its Common Stock in connection with the Merger. Because Gentherm will be a significantly larger company and have significantly more shares of Common Stock outstanding after the consummation of the Transactions, an acquisition of Gentherm could become more expensive. As a result, some companies might not seek to acquire Gentherm in the future, or may make acquisition proposals that are less favorable to Gentherm shareholders than if Gentherm was a smaller company.

Risks Related to the Combined Company’s Business Following the Transactions

Sales of Gentherm Common Stock after the Transactions may negatively affect the market price of Gentherm Common Stock.

The shares of Gentherm Common Stock to be issued in the Merger to Modine shareholders that receive shares of SpinCo common stock in the Distribution will generally be eligible for immediate resale. The market price of Gentherm Common Stock could decline as a result of sales of a large number of shares of Gentherm Common Stock in the market after the consummation of the Transactions or even the perception that these sales could occur.

Based on the Exchange Ratio, which is subject to potential adjustment under limited circumstances, upon completion of the Transactions, without taking into account any overlapping shareholder ownership, SpinCo stockholders will hold an aggregate of approximately 40% of the issued and outstanding shares of Gentherm Common Stock on a fully diluted basis and pre-Merger Gentherm shareholders will hold an aggregate of approximately 60% of the issued and outstanding shares of Gentherm Common Stock on a fully diluted basis. See “The Transaction Agreements-The Merger Agreement-Merger Consideration; Gentherm Special Dividend.”

Currently, Modine shareholders may include index funds that have investments tied to certain stock indices and institutional investors subject to various investing guidelines. Because Gentherm may not be eligible to be included in these indices following the consummation of the Transactions or may not meet the investing guidelines of some of these institutional investors and index funds, such investors and index funds that receive

 

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Gentherm Common Stock in the Merger may decide to or may be required to sell the shares of Gentherm Common Stock that they receive. In addition, the investment fiduciaries of Modine’s defined contribution plans may decide to sell any shares of Gentherm Common Stock that the trusts for these plans receive in the Merger, in accordance with the applicable rules under the applicable Modine plans and in response to their fiduciary obligations under applicable law. These sales, or the possibility that these sales may occur, may also make it more difficult for Gentherm to obtain additional capital by selling equity securities in the future at a time and at a price that it deems appropriate.

The integration of the Performance Technologies Business with Gentherm following the Transactions may present significant challenges, and the failure to successfully integrate the Performance Technologies Business could have a material adverse effect on the combined company’s business, financial condition or results of operations.

There is a significant degree of difficulty inherent in the process of integrating the Performance Technologies Business with Gentherm. The process of integrating operations could result in significant costs and cause an interruption of, or loss of momentum in, the activities of the Performance Technologies Business or Gentherm’s existing business. If Gentherm’s senior management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, there could be a material adverse effect on the combined company’s business, financial condition or results of operations.

Gentherm’s successful integration of the Performance Technologies Business cannot be assured. The failure to do so could have a material adverse effect on Gentherm’s business, financial condition or results of operations after the Transactions.

The combined company’s industry is highly competitive, which may impact its results of operations.

The industries in which Gentherm and the Performance Technologies Business operate are subject to intense competition. Business is typically awarded to the supplier offering the most favorable combination of cost, quality, timely delivery, technological innovation and service. The combined company’s competitors’ efforts to grow market share could exert downward pressure on the combined company’s product pricing and margins. In particular, the combined company is expected to face intensifying competition by competitors based in China. The automotive supply market in China is highly competitive, with competition from many of the largest global manufacturers and numerous smaller domestic manufacturers. Domestic Chinese original equipment manufacturers (“OEMs”) have continued to expand their market share in China and have lower-cost products they can use to begin to penetrate other global markets, and as a result, several non-Chinese OEMs in China and in other global markets in which such Chinese OEMs participate have experienced declines in revenue and market share. As the Chinese market and Chinese OEM pricing strategy evolves, market participants in China and in other global markets impacted by Chinese OEM pricing may act aggressively to increase or maintain their market share, which could result in price reductions, reduced margins and inability to gain or hold market share. Vertical integration by existing and new market entrant competitors, customers and suppliers could continue to complicate and impact sourcing decisions by the combined company’s customers and adversely affect the combined company’s sales.

The combined company might be unable to successfully compete with other companies in its industry.

The markets in which Gentherm and the Performance Technologies Business operate, and the combined company will operate, are highly competitive. Moreover, the global automotive and performance technologies industries are experiencing a period of significant technological change. The principal competitive factors in Gentherm’s and the Performance Technologies Business’s markets are, and the combined company’s markets will be, customer service, product quality and performance, price, breadth of product offering and availability, market expertise, innovation and early adoption of new industry technologies. Gentherm and the Performance Technologies Business compete with the performance technologies industry’s largest participants across their

 

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respective product and service offerings. The combined company is expected to compete with divisions of large multinational companies and Chinese companies. Some of these organizations have substantially greater financial resources than the combined company will or may not be subject to similar restrictions that will apply to Gentherm following the Transactions as a result of the Tax Matters Agreement or the terms of Gentherm’s indebtedness. The combined company’s competitors may be able to respond more quickly to new or emerging technologies and services and changes in customer requirements. As a result of the competitive environment in which it will operate, the combined company could lose market share, be unable to maintain or increase prices for its products and services or be unable to pursue additional business opportunities, each of which could have a material adverse effect on its business, results of operations, financial condition and cash flows.

Following consummation of the Transactions, Gentherm and SpinCo will each be required to abide by potentially significant restrictions that could limit the combined company’s ability to undertake certain corporate actions (such as the issuance of common stock or the undertaking of certain business combinations) that otherwise could be advantageous.

The Tax Matters Agreement will impose certain restrictions on the combined company during the two-year period following the Distribution, subject to certain exceptions, with respect to actions that could cause the Separation and the Distribution to fail to qualify for their intended tax treatment. As a result of these restrictions, the combined company’s ability to engage in certain transactions, such as the issuance or purchase of stock or certain business combinations, may be limited.

If the Separation or the Distribution became taxable, Modine would be expected to recognize a substantial amount of gain, which could result in a material amount of taxes. If Gentherm or SpinCo take or omit to take any actions enumerated in the Tax Matters Agreement, or if certain events relating to SpinCo occur that would cause the Separation or the Distribution to become taxable, the party whose actions or omissions (or event relating to) caused the Separation or the Distribution to become taxable generally will be required to bear the cost of any resulting tax liability of Modine (but not its shareholders). Such taxes could be material to the combined company, and could cause its business, financial condition and operating results to suffer. These restrictions may reduce the combined company’s ability to engage in certain business transactions that otherwise might be advantageous to it, which could adversely affect the combined company’s business, results of operations, or financial condition. See “Additional Agreements Related to the Separation, the Distribution and the Merger-Tax Matters Agreement.”

The business, financial condition and results of operations of the Performance Technologies Business may be adversely affected following the Transactions if it cannot negotiate terms that are as favorable as those it previously received as part of Modine.

The Performance Technologies Business has been able to receive benefits from being a part of Modine and has been able to benefit from Modine’s financial strength, extensive business relationships and purchasing volumes. Following the Merger, the Performance Technologies Business will be combined with Gentherm, and the combined company will not be able to utilize Modine’s financial strength, may not have access to all of Modine’s extensive business relationships and may not have purchasing volumes similar to those that the Performance Technologies Business benefited from by being a part of Modine prior to the Merger. In addition, some contracts that Modine or its subsidiaries are a party to that relate to the Performance Technologies Business require consents of third parties to assign them to SpinCo in connection with the Transactions. There can be no assurance that Modine, SpinCo or Gentherm will be able to obtain those consents, enter into new agreements with respect to those contracts if consents are not obtained or arrange for a lawful alternative arrangement to provide SpinCo with the rights and obligations under such agreements. It is therefore possible, whether as a result of routine renegotiations of terms in the ordinary course of business, or as part of a request for consent or a replacement of a contract where consent has not been obtained, that the combined company may not be able to negotiate terms as favorable as those Modine has received previously for one or more contracts, and in the aggregate the loss or renegotiation of contracts in connection with the foregoing could materially adversely affect the combined company’s business, financial condition and results of operations following the completion of the Transactions.

 

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The combined company could lose customers or generate lower revenue, operating profits and cash flows if there are significant increases in the cost of raw materials or if it is unable to obtain such raw materials or other components of its products.

Gentherm’s products contain, and the combined company’s products will contain, a significant number of components sourced globally from suppliers who, in turn, source components from their own global suppliers. The availability and cost of raw materials and product components will fluctuate due to factors, some of which are outside of the combined company’s control, including supply and demand imbalances, geopolitical and macroeconomic factors, labor disruptions or shortages, shipping costs, inflation, trade laws and tariffs, and natural disasters, which is expected to continue impacting the ability of the combined company and its supply chain to meet the combined company’s production requirements and therefore its ability to meet the production demands of the combined company’s customers. In some instances, Gentherm purchases, and the combined company will purchase, components, raw materials, and parts that are ultimately derived from a limited number of sources and may be at increased risk of supply disruptions and cost pressures. If the supply chain fails to deliver products to the combined company in sufficient quality and quantity on a timely basis, including as a result of raw materials and component shortages or increased shipping costs or tariffs, the combined company will be challenged to meet its production schedules and fulfill its orders due to the “just-in-time” manufacturing process that is broadly utilized in the combined company’s industry, which would decrease sales and profits and could damage its commercial reputation and customer relationships. Furthermore, sudden changes in the production schedules of the combined company’s customers caused by raw material and component shortages may continue to result in operating inefficiencies, which could adversely affect the combined company’s profitability and results of operations. Additionally, if the combined company is the primary cause of a customer being forced to halt production, the customer may seek to recoup all of its losses and expenses from the combined company. Similarly, the combined company’s customers will be dependent on an ever-greater number of global suppliers to manufacture and sell their products to consumers, which will drive sales of the combined company’s products.

The combined company will be subject to risks relating to existing international operations and expansion into certain geographical markets.

The combined company will focus on expanding sales globally as part of its overall growth strategy and expects sales from outside the United States to continue to represent a significant portion of its revenue. In addition, the Performance Technologies Business operates in certain geographic markets in which Gentherm has not historically operated and vice versa, which may result in enhanced risk for commercial growth opportunities in new jurisdictions for each of legacy Gentherm and the Performance Technologies Business on a combined basis. In particular, because the Performance Technologies Business is expected to operate separately from legacy Gentherm and has not historically produced products similar to those of legacy Gentherm, the value of shared information between the Performance Technologies Business and legacy Gentherm that would otherwise facilitate entry into a geographic market that such business had not previously operated within may be limited.

In fiscal year 2025, Gentherm’s sales to customers outside of the U.S. accounted for 66% of its total revenue. Gentherm expects that the combined company’s international business will continue to account for a significant portion of its total sales and therefore its international exposure will increase as a result of the Transactions. Gentherm’s and the combined company’s international operations are subject to significant unique risks inherent in doing business abroad, including:

 

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exposure to local economic, political, social and labor practices and conditions;

 

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different, complex and continuously changing local laws and regulations and enforcement thereof;

 

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changes in government leadership;

 

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increases in costs of and disruptions in international shipping related to global conflicts and environmental conditions;

 

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increases in duties, tariffs and taxation on the import or export of the combined company’s products related to U.S. trade disputes, trade restrictions, potential trade wars and other global conflicts;

 

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exposure to infectious disease and epidemics, including the effects on business operations, and those of the combined company’s customers and suppliers, in geographic locations impacted by an outbreak;

 

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violence and civil unrest (including acts of terrorism, drug-cartel related and other forms of violence and outbreaks of war);

 

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expropriation, nationalization or other protectionist activities;

 

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currency exchange rate fluctuations and currency controls;

 

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withholding and other taxes on repatriated funds and other payments by subsidiaries;

 

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difficulties in managing or overseeing foreign operations and agents; and

 

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different credit risks.

Gentherm works with select domestic manufacturers in China, but continued U.S.-China trade tensions and weakening economic conditions, among other factors, may result in reduced sales, profitability and margins, increased operating costs and challenges to gaining or holding market share with such OEMs. Furthermore, certain risks and uncertainties of doing business in China are solely within the control of the Chinese government, and such regulations may favor domestic Chinese automotive suppliers, including Chinese regulation of the scope of the combined company’s business and investments in China, as well as the combined company’s ability to provide cash to and repatriate cash from its business entities in China. In order to maintain access to the Chinese market, the combined company may be required to comply with significant technical and other regulatory requirements that are unique to the Chinese market, at times with challenging lead times. These actions may increase the cost of doing business in China, hinder the combined company’s ability to compete with Chinese-based automotive suppliers and limit how and under what conditions the combined company may do business in China, which could materially and adversely affect its profitability and financial condition. Other risks related to the combined company’s sales to customers outside of the U.S. include possible disruptions in transportation, difficulties in building and managing foreign distribution, fluctuation in the value of foreign currencies, changes in import duties and quotas and unexpected economic and political changes in foreign markets. These factors could negatively impact the combined company’s competitiveness in these markets or otherwise adversely impact the combined company’s business results or financial condition. Moreover, discriminatory or conflicting fiscal or trade policies in different countries, including potential changes to tariffs and existing trade policies and agreements, could adversely affect the combined company’s results. The international operations of the combined company will increase following the consummation of the Transactions, which will subject the combined company’s foreign products to additional product standards and operational risks.

The combined company will be subject to changes in legislative, regulatory and other legal developments involving income and other taxes.

The combined company will be subject to U.S. federal, state and international income, payroll, property, sales and use, fuel and other types of taxes. The combined company’s effective tax rates in the future may be impacted by changes in the mix of earnings in countries with differing statutory rates and by changes in tax rates, the enactment of new tax laws, the revision of existing tax laws or regulations, the issuance of new tax guidance and rulings, and the interpretation of any of the foregoing by taxing authorities. Changes in any of the foregoing, or claims, audits or litigation with taxing authorities in any of the jurisdictions in which the combined company operates, including claims, audits or litigation related to the combined company’s interpretation and application of tax laws and regulations, could result in substantially higher taxes, could have a negative impact on the combined company’s ability to compete in the global marketplace and could have a material adverse effect on the combined company’s business, results of operations, financial condition and cash flows.

 

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It is difficult to predict the timing and effect that future tax law changes could have on the combined company’s earnings, both in the United States and in the foreign jurisdictions in which the combined company will operate. For example, the global minimum tax framework developed by the Organisation for Economic Co-operation and Development (the “OECD”), commonly referred to as “Pillar Two,” which generally provides for a minimum corporate income tax rate of 15% on the income of large multinational enterprises, has been implemented in various forms in a number of jurisdictions in which Gentherm and the Performance Technologies Business operate, and additional jurisdictions are expected to enact implementing legislation. Discussions related to the formal implementation of Pillar Two, including with respect to the tax law of the United States, are ongoing. Further, the imposition of tariffs and other trade measures by the United States and other countries may, among other things, result in changes to the combined company’s effective tax rate or the tax cost of its operations. Such changes, individually or in the aggregate, could cause the combined company to experience an effective tax rate significantly different from previous periods or current estimates of Gentherm or the Performance Technologies Business. If the combined company’s effective tax rate were to increase, or if the combined company is required to pay additional taxes as a result of any changes in, or interpretations of, tax law, the combined company’s business, results of operations, financial condition and cash flows could be materially and adversely affected.

The combined company may face risks associated with previous or future acquisitions, strategic investments, joint ventures and divestitures.

In the normal course of business, the combined company may engage in discussions with third parties relating to possible acquisitions, strategic investments, joint ventures and divestitures, and the combined company may pursue transactions that complement or augment its existing products. Such transactions involve numerous risks, including difficulties in integrating the acquired operations, technologies and products; diversion of management’s attention from other business concerns; inability to predict financial results; potential departures of key employees of the acquired company; and difficulties in effectively transferring divested businesses and liabilities. If the combined company successfully identifies acquisitions in the future, completing such acquisitions may result in new issuances of the combined company’s stock that may be dilutive to current owners; increases in the combined company’s debt and contingent liabilities; and additional amortization expense related to intangible assets. Moreover, the combined company will be subject to certain restrictions with respect to merger activity for a two-year period as a result of the Tax Matters Agreement. Acquired businesses may also expose the combined company to new risks and new markets, and the combined company may have difficulty addressing these risks in a cost-effective and timely manner. Any of these transaction-related risks could have a material adverse effect on the combined company’s profitability. In addition, the combined company may not be able to identify, successfully complete, or integrate potential acquisitions in the future. Even if the combined company can do so, it cannot be sure that these acquisitions will have a positive impact on the combined company’s business or operating results.

Gentherm and the Performance Technologies Business are subject to information technology, cybersecurity and privacy risks.

Gentherm and the Performance Technologies Business rely on information technology, communication networks, enterprise applications, accounting and financial reporting platforms and related systems in connection with their business activities. Some of these networks and systems are managed by third-party service providers and are not under direct control of Gentherm or the Performance Technologies Business. The combined company’s operations will routinely involve receiving, storing, processing and transmitting sensitive information pertaining to its business, customers, suppliers, employees and other sensitive matters. Gentherm and the Performance Technologies Business rely on the capacity, reliability and security of their IT and data security infrastructure, as well as their ability to expand and continually update this infrastructure in response to the changing needs of the businesses. If the combined company experiences a problem with the functioning of an important IT system or a security breach of its IT systems, due to failure to timely upgrade systems or during system upgrades and/or new system implementations, or resulting from failures of third-party service providers, the resulting disruptions could have an adverse effect on the combined company’s business. The combined

 

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company is expected to perform significant work to integrate IT and related matters in the integration process, which could enhance the risks set forth herein. Moreover, bad actors frequently target companies undergoing significant transitions in efforts to exploit difficulties caused by such integration.

Any future cybersecurity incidents could, however, materially disrupt operational systems; result in disclosure of trade secrets or other proprietary or confidential information; compromise personally identifiable information regarding customers or employees; delay the combined company’s ability to deliver products to customers; and jeopardize the security of the combined company’s facilities. A cybersecurity incident could be caused by malicious outsiders (including state-sponsored espionage or cyberwarfare, which has become commonplace) or insiders using sophisticated methods to circumvent firewalls, encryption and other security defenses. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until they are launched against a target, the combined company may be unable to anticipate these techniques or to implement adequate preventative measures. Information technology security threats, including security breaches, computer malware, “ransomware” and other cybersecurity incidents, are increasing in frequency, uniqueness and sophistication to evade detection and remove forensic evidence of the incident, including due to emerging technologies such as artificial intelligence and machine learning, which may cause cybersecurity incidents to be more difficult to detect for periods of time or at all. Many victims of ransomware are forced to pay significant ransoms to regain access to their critical business data, and the combined company may not be permitted under various regulations and laws to make such payments.

Gentherm has implemented and maintained, and the combined company will continue to implement and maintain, information security processes designed to identify, assess and manage material risks from cybersecurity threats to the combined company’s critical systems and its proprietary, strategic or competitive data, which the combined company will continue to review for quality and effectiveness on a regular basis. However, the combined company’s IT systems, like those of other companies, will be vulnerable to intrusion or damages from computer viruses or worms, natural disasters (which may become more frequent due to climate change), unauthorized access, cybersecurity incidents, breaches due to errors, negligence or malfeasance by employees, contractors or others who have access to these systems and other similar disruptions. Any system failure, accident or security breach could result in disruptions to the combined company’s operations and include the theft of its intellectual property, trade secrets, customer information, human resources information or other confidential information. The foregoing matters could cause significant damage to the combined company’s reputation, affect its relationships with customers, lead to claims against the combined company, fines and other penalties assessed upon it by governmental authorities, and ultimately harm the combined company’s business and financial performance. In addition, the combined company may be required to incur significant costs to remediate and protect against damage caused by these disruptions or security breaches in the future.

The combined company’s reputation, ability to do business and results of operations may be impaired by improper conduct by or disputes with any of its employees, agents or business partners and it will have an increased compliance burden with respect to, and risk of violations of, anti-bribery, trade control, trade sanctions, anti-corruption and similar laws.

Gentherm’s operations require, and the combined company’s operations will require, it to comply with various anti-bribery and anti-corruption regulations, including but not limited to the U.S. Foreign Corrupt Practices Act, the China Anti-Unfair Competition Law, the Brazil Clean Company Act, the Mexico General Law of Administrative Responsibilities, Italy’s Legislative Decree 231/2001 and the Prevention of Corruption Act in India. Compliance with these laws and regulations has become increasingly complex due to the increasing global operations of OEMs and suppliers, including Gentherm and the Performance Technologies Business. Violations of these laws, which are complex and often difficult to interpret and apply, could result in significant criminal penalties or sanctions that could adversely affect the combined company’s business, financial condition, results of operations and cash flows. Additionally, Gentherm has periodically, and the combined company may in the future, complete acquisitions of and investments in companies, which may have different historical policies, practices and standards that increase the risk of the combined company’s compliance with various regulations while it integrates such companies.

 

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Tariffs and other trade measures could adversely affect the combined company’s results of operations, financial position and cash flows.

The U.S. has established free trade laws and regulations that set certain duties and tariffs for qualifying imports and exports, subject to compliance with the applicable classification and other requirements. Changes in laws or policies governing the terms of foreign trade, and in particular increased trade restrictions, tariffs or taxes on imports from countries where the combined company manufactures products, such as China, Mexico, Brazil, India and various countries in the European Union, could have a material adverse effect on the combined company’s business and financial results. In recent years, the U.S. and Chinese governments have imposed a series of significant incremental retaliatory tariffs to certain imported products. The U.S. administration recently has periodically enacted additional or enhanced tariffs in various jurisdictions relevant to the combined company’s business. Implementation of tariffs or other restrictive trade measures by the United States and potentially reciprocally by other countries subject to such to tariffs remains highly uncertain. Due to the global nature of the combined company’s business, specifically in the jurisdictions impacted by the recent tariffs announcements, if the actual and potential tariffs and reciprocal tariffs are implemented as currently proposed, the combined company’s results of operations could be materially negatively impacted, both directly and indirectly through negative effects to its supply chain, as a result of increased costs, decreased demand and other adverse economic impacts, and the combined company may not be able to successfully mitigate or offset such impacts. Depending upon their implementation and duration, as well as the combined company’s ability to mitigate their impact, these tariffs and any other future regulatory actions implemented on a broader range of products or raw materials could materially affect the combined company’s business, including increased cost of its products, reduction of sales, disruption of the combined company’s supply chain and may impair its ability to effectively operate and compete in the countries where it does business.

In addition, various countries regulate cross-border transactions of certain products through import permitting and licensing requirements. The exportation, re-exportation, transfers within foreign countries and importation of the combined company’s products, including by its suppliers and vendors, must comply with these laws and regulations, and any violations may result in reputational harm, government investigations and penalties, and a denial or curtailment of importing or exporting activities. Complying with U.S. export, sanctions and import laws, including ongoing and rapidly changing sanctions against certain countries, regions, governments and related persons and entities, may be time consuming, may increase the combined company’s costs, and may result in the delay or loss of sales opportunities. If the combined company is found to be in violation of U.S. export, sanctions or import laws, or similar laws in other jurisdictions, the combined company and the individuals working for it could incur substantial fines and penalties. Changes in export, sanctions or import laws or regulations may delay the introduction and sale of the combined company’s products in the U.S. and international markets, require the combined company to spend resources to seek necessary government authorizations or to develop different versions of its products, or, in some cases, prevent the export or import of the combined company’s products to certain countries, regions, governments, persons or entities, which could adversely affect the combined company’s business, financial condition and results of operations.

Failure to attract, retain and develop personnel, including for key management positions, could have an adverse impact on the combined company’s results of operations, financial condition and cash flows.

The combined company’s success will depend on its ability to recruit and retain talented and diverse employees who are highly skilled in their areas. In particular, Gentherm expects there will be an immediate need after the Closing for additional personnel to fill roles to address corporate needs of the Performance Technologies Business and that it may face difficulty in recruiting the necessary resources as quickly as desired, at reasonable compensation levels or at all. In addition, the combined company’s technologies and products will increasingly rely on software and hardware that is highly technical and complex and the market for highly skilled workers and leaders in its industry is extremely competitive and costly. The difficulty of attracting, hiring, developing, motivating and retaining highly qualified and diverse employees throughout Gentherm has caused and could continue to cause increases in the cost of labor due to wage inflation. Failure to continue attracting and retaining such highly qualified and diverse employees could further increase labor costs, disrupt the combined company’s operations and adversely affect its strategic plans.

 

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The inability to obtain, protect, defend or enforce intellectual property rights could adversely affect the combined company’s revenue, operating profits and cash flows.

Gentherm relies on, and the combined company will rely on, a combination of patent, trademark, copyright and trade secret laws in the United States and other jurisdictions, as well as contractual arrangements (including confidentiality and license agreements), to establish and protect its intellectual property and other proprietary rights. The combined company’s intellectual property will play an important role in maintaining its competitive position in many of the markets that it serves.

There is no guarantee, however, that the combined company will be able to secure all desired protection, nor that the steps the combined company takes to protect and enforce its intellectual property will be adequate to prevent infringement of the combined company’s intellectual property rights or misappropriation or theft of its technology, trade secrets or know-how. For example, enforceable patent, trademark, copyright and trade secret protection may be unavailable or limited in some of the countries in which the combined company operates. Foreign governments may enact laws or adopt regulations, and foreign courts may render decisions, requiring compulsory licensing of intellectual property rights, or foreign governments may require products to meet standards that serve to favor local companies or provide reduced protection relative to other countries. The lack of adequate legal protections of intellectual property or failure of legal remedies or related actions in foreign countries in which the combined company operates could harm the combined company’s business, financial condition, results of operations and cash flows.

Gentherm and the Performance Technologies Business have sought and obtained patent protection on various products. In cases where the combined company seeks patent protection, there is no assurance that its patent applications will issue as patents, or that any patents will effectively protect its products or provide a competitive advantage. Even in cases where the combined company is granted patent protection, patents have a finite term and may only cover particular aspects of products, and third parties may develop technologies that are similar or superior to its patented technologies, or design around or otherwise circumvent the patents that the combined company owns. Patents that are issued to the combined company may also be challenged, and invalidated, held unenforceable or narrowed in litigation or other proceedings. If the combined company fails to successfully obtain, defend, or enforce its patents, its competitive position and the value of its intangible assets could suffer, which could harm the combined company’s business, financial condition, results of operations and cash flows.

Gentherm and the Performance Technologies Business rely on trade secret protection and other rights in confidential information, which can be difficult to protect. While Gentherm and the Performance Technologies Business have generally entered into confidentiality agreements with their employees and third parties to protect their trade secrets and other confidential information, they might not have entered into confidentiality agreements with everyone who has access to or possession of their confidential information, and the contractual protections they have now or in the future might be ineffective in preventing unauthorized access to, or use or disclosure of their trade secrets and other confidential information. Also, confidentiality agreements could be breached and available remedies might not be sufficient to compensate for the damage caused by the disclosure of the confidential information. Despite the combined company’s precautions, it may be possible for unauthorized third parties to copy its proprietary technology and use its proprietary information to create products and services that compete with its solutions, which may cause the combined company to lose market share or render the combined company unable to operate its business profitably. In any event, if any of the combined company’s trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, the combined company would have no right to prevent them from using that technology or information to compete with the combined company’s business, and its competitive position could be materially and adversely harmed.

Gentherm and the Performance Technologies Business’s trademarks are critical to their success and competitive position because they differentiate their products from those of their respective competitors. As the combined company expands geographically, there is a risk that its trademarks may conflict with the pre-existing rights of third parties, which may require it to rebrand its products, obtain costly licenses (which may not be

 

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available on reasonable terms, if at all), or defend against third-party claims. Any of the combined company’s trademarks may lapse, be abandoned, challenged, circumvented, or otherwise invalidated or canceled through litigation or administrative proceedings. Loss of the combined company’s trademark rights, or inability to use its trademarks in new markets, may require the combined company to incur significant expense in developing new brands to identify its products. Loss of brand recognition could also harm the combined company’s revenue, and an inability to leverage its existing brands could impede its entry into new markets. The value of the combined company’s intellectual property could diminish if others assert rights in, or ownership of, its trademarks or similar marks.

Furthermore, Modine will retain a license from the Performance Technologies Business to use the “Modine” trademark to commercialize certain products and services for Modine’s commercial, industrial, and building heating, ventilating, air conditioning and refrigeration and heat transfer products businesses. Because the combined business will also use the “Modine” trademark, albeit for different products and services, Modine’s use of the trademark could adversely affect the combined company’s reputation if the use is associated with the combined company, such as if Modine experiences negative publicity, product quality issues, safety concerns, regulatory violations or other adverse events. Any of the foregoing could adversely affect the combined company’s business, financial condition, results of operations and cash flows.

The combined company may need to bring claims against third parties to protect its intellectual property or may be subject to claims by third parties for infringement of their intellectual property, which could be time-consuming and costly and could have a material adverse effect on the combined company’s business, cash flows, financial condition and results of operations.

The combined company may need to take legal action to enforce its intellectual property rights or other proprietary rights, protect its trade secrets, or determine the validity and scope of the intellectual property rights of third parties. The outcome of litigation is inherently uncertain and it may not be successful. Any litigation could be lengthy and result in substantial costs, and the diversion of time and attention of the management teams of Gentherm, the Performance Technologies Business, and the combined company. Furthermore, the combined company’s efforts to enforce its intellectual property rights may be met with defenses, counterclaims or countersuits attacking the validity and enforceability of its intellectual property rights. If such defenses, counterclaims, or countersuits are successful, the combined company could lose valuable intellectual property rights.

The combined company’s success and ability to compete also depends in part on its ability to operate without infringing, misappropriating or otherwise violating the intellectual property rights or other proprietary rights of third parties. The combined company may become subject to claims that its current or future offerings infringe, misappropriate, dilute or otherwise violate third parties’ intellectual property rights. Any infringement claims, regardless of their merit or resolution, may be time consuming, costly, damaging to the combined company’s brand and reputation, harmful to its customer relationships, create liability for it, and cause diversion of the efforts and attention of its management. Additionally, the combined company may be contractually expected to indemnify its partners and customers for expenses or liabilities incurred as a result of third-party intellectual property infringement claims associated with its technologies. A successful infringement claim against the combined company could result in it being required to enter into license agreements (if available on commercially reasonable terms or at all), substitute inferior or costlier technologies into its solutions, pay monetary damages or royalties and/or comply with an injunction against providing some or all of its products and solutions to customers. If the combined company cannot license or develop alternative non-infringing substitutes for any infringing technology used in any aspect of its business, it could be forced to limit or stop sales of its technologies and may be unable to compete effectively. Due to the significant amount of discovery required in connection with intellectual property litigation, the combined company’s confidential information could also be compromised by disclosure during litigation. Any of these results may have a material adverse effect on the combined company’s business, cash flows, financial condition and results of operations.

 

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A deterioration in the combined company’s future expected profitability or cash flows could result in an impairment of goodwill and intangible assets.

The success of the Transactions is dependent, in part, on the combined company’s ability to realize the expected benefits from the integration of the Performance Technologies Business. Gentherm may incur an unexpected amount of liabilities or make incorrect estimates regarding the planned accounting for the Transactions, such as the need to record non-recurring charges or write-off of significant amounts of goodwill or other assets that could adversely affect the combined company’s results of operations.

The combined company’s exposure to exchange rate fluctuations on cross-border transactions and the translation of local currency results into U.S. dollars could negatively impact its results of operations.

A significant portion of Gentherm’s global transactions are, and a significant portion of the combined company’s global transactions will be, conducted in currencies other than the U.S. dollar, including the Euro, Mexican Peso, Hungarian Forint, North Macedonian Denar, Ukrainian Hryvnia, Japanese Yen, Chinese Renminbi, Korean Won, Czech Koruna, Vietnamese Dong, Moroccan Dirham, Indian Rupee and Brazilian Real. While Gentherm sometimes employs financial instruments to hedge some of its transactional foreign exchange exposure, developing an effective and economical foreign currency risk strategy is complex and expensive and no strategy can completely insulate the combined company from those exposures. Exchange rates can be volatile and could adversely affect the combined company’s financial results and comparability of results from period to period. Such exchange rate volatility could also increase the costs of raw materials or components from foreign suppliers, and as a result, the combined company’s profitability could be adversely affected.

Following the completion of the Transactions, the combined company will have a greater amount of indebtedness than Gentherm’s indebtedness prior to the Merger, which could adversely affect the combined company’s financial condition or decrease its business flexibility.

In connection with the Transactions, the combined company may incur additional indebtedness of up to $290.0 million, including to fund the SpinCo Cash Distribution and the Gentherm Special Dividend, if any, and to pay fees and expenses related to the Transactions and the excess of the Final Cash Transfer Amount over the Cash Transfer Amount, if any, to Modine. The amount of the combined company’s outstanding debt, which amounts to $470.7 million as of March 31, 2026 on a pro forma basis, assuming the Transactions and the related financing occurred on such date, in addition to future indebtedness, could have important, adverse consequences to the combined company and its investors, including:

 

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requiring a substantial portion of the combined company’s cash flow from operations to make interest payments;

 

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making it more difficult to satisfy other obligations;

 

•

increasing the combined company’s vulnerability to general adverse economic and industry conditions;

 

•

reducing the cash flow available to fund capital expenditures and other corporate purposes and to grow the combined company’s businesses;

 

•

limiting flexibility in planning for, or reacting to, changes in the combined company’s businesses and industries; and

 

•

limiting the combined company’s ability to borrow additional funds as needed or take advantage of business opportunities as they arise.

To the extent that the combined company incurs additional indebtedness, the risks described above could increase. In addition, the combined company’s actual cash requirements in the future may be greater than expected. The combined company’s ability to make payments of principal and interest on its indebtedness depends upon its future performance. If the combined company’s cash flow from operations is not sufficient to

 

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service its outstanding debt or to repay the outstanding debt as it becomes due, the combined company may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms, or at all, to service or refinance its debt and it may have to reduce or delay planned capital or operating expenditures. The occurrence of any of such events could have a material adverse effect upon the combined company’s business, cash flows, financial condition and results of operations.

Restrictions may be imposed by the combined company’s debt instruments, which limit the ability of the combined company to operate its business and to finance its future operations or capital needs or to engage in other business activities.

Gentherm is subject to the Gentherm Revolving Credit Facility and will incur additional indebtedness in connection with the Transactions. These instruments contain certain restrictive covenants and customary events of default. These restrictive covenants limit the combined company’s ability to take certain actions, such as, among other things: incur additional debt, create liens, make certain payments or distributions (including for the repurchase or redemption of its shares), engage in mergers or consolidations, make certain dispositions and transfers of assets, enter into transactions with affiliates and guarantee indebtedness. While not unusual for financings of the type that Gentherm has, the restrictions in these instruments may prevent the combined company from taking actions that it believes would be in the best interest of its business and may make it difficult for the combined company to execute its business plans, take advantage of business opportunities, or react to changing industry conditions. Any additional debt facilities could contain additional restrictions.

In addition, if an event of default would occur under any of the debt instruments or any additional indebtedness, the combined company’s lenders could declare all amounts outstanding to be immediately due and payable, which may cause cross-defaults under its other debt obligations. If the combined company’s lenders accelerate the maturity of its indebtedness, the combined company may not have sufficient capital available at that time to pay the amounts due to all lenders on a timely basis, and there is no guarantee that the combined company would be able to repay, refinance, or restructure the payments on such debt. Further, under the combined company’s existing credit facilities, the lenders would have the right to foreclose on certain of the combined company’s assets, which could have a material adverse effect on its business, results of operations and financial condition.

The financial projections included herein are based upon estimates and assumptions made at the time they were prepared. If these estimates or assumptions prove to be incorrect or inaccurate, the combined company’s actual operating results may differ materially from those forecasted for Gentherm and the Performance Technologies Business.

The financial projections included in this proxy statement/prospectus under “The Transactions-Certain Financial Forecasts” are based upon projected future sales volumes, which are influenced by many factors, including awarded business and assumptions of conversion rates to revenues thereof, customers’ forecasts and general macroeconomic and industry market data. The industries in which Gentherm and the Performance Technologies Business operate utilize a “just-in-time” manufacturing process, and production volumes established in a new business award frequently change in amount and timing based on updated production schedules. Product revenues of Gentherm and the Performance Technologies Business are generally based upon purchase orders issued by their respective customers, which occur close to production and delivery of the products. Furthermore, their customers do not always guarantee sales volumes. As such, Gentherm and the Performance Technologies Business typically do not have a backlog of firm orders at any point in time. In addition, awarded business may include arrangements under which the combined company’s customers have the right to terminate without penalty at any time. Further, Gentherm’s and the Performance Technologies Business’s customers’ forecasts are subject to numerous assumptions, and such forecasts often are changed rapidly with limited notice. Therefore, actual sales volumes of Gentherm and the Performance Technologies Business and the resulting amount of revenue are not fully committed. Gentherm and the Performance Technologies Business must also incur costs and make commitments in advance of the receipt of orders and resulting revenues from

 

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customers. If actual production orders from customers are not consistent with projected future sales volumes, especially for higher-margin products, the combined company could realize substantially less revenue and incur greater expenses. In recent years, Gentherm has been awarded record new business awards, which have enhanced the foregoing risks.

Recent macroeconomic, geopolitical and industry factors noted above have made it particularly challenging for Gentherm and the Performance Technologies Business to project future sales volumes and manage the respective businesses.

The combined company could incur operational difficulties or losses if Modine were unable to perform under the Transition Services Agreement entered into as part of the Separation.

In connection with the Closing, Gentherm and SpinCo will enter into several other agreements with Modine, including a Transition Services Agreement. For a transitional period following the closing of the Transactions, Gentherm will rely on Modine to perform services for the Performance Technologies Business that are set forth in the Transition Services Agreement. If either party is unable to satisfy its obligations under this agreement in a timely manner or at all, or if the agreement fails to provide for or cover certain services needed by Gentherm and the Performance Technologies Business during the transitional period, there is limited recourse for Gentherm, and the Performance Technologies Business could incur operational difficulties or losses or face liability that could have a material adverse effect on the business, financial condition and results of operations of the combined company. Because Gentherm will rely on Modine for services during the transitional period, any interruption, disruption or breach of Modine’s systems relating to such services, including information technology and information security systems, could have a material adverse effect on the business, financial condition and results of operations of the combined company.

Certain provisions contained in the Gentherm Charter and the Gentherm Bylaws, as well as provisions of Michigan law, could deter or impair a takeover attempt.

The Gentherm Charter, Gentherm Bylaws and Michigan law contain provisions that could have the effect of rendering more difficult or discouraging an acquisition deemed undesirable by the Gentherm Board. Gentherm’s organizational documents include provisions:

 

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authorizing blank check preferred stock, which could be issued by the Gentherm Board with voting, liquidation, dividend and other rights superior to Gentherm Common Stock without approval of Gentherm’s shareholders;

 

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providing indemnification to, Gentherm’s directors and officers;

 

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limiting the ability of Gentherm’s shareholders to call and bring business before special meetings and to take action by written consent in lieu of a meeting;

 

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requiring advance notice of shareholder proposals for business to be conducted at meetings of Gentherm’s shareholders and for nominations of candidates for election to the Gentherm Board; and

 

•

providing the Gentherm Board with the exclusive right to determine the number of directors on the Gentherm Board and the filling of any vacancies or newly created seats on the Gentherm Board.

These provisions, alone or together, could delay or deter hostile takeovers and changes in control of Gentherm or changes in Gentherm’s management.

As a Michigan corporation, Gentherm is also subject to provisions of Michigan law, including Michigan’s fair price provision as described under “Description of Capital Stock of Gentherm and the Combined Company.” Any provision of the Gentherm Charter or the Gentherm Bylaws or Michigan law that has the effect of delaying or deterring a change in control could limit the opportunity for Gentherm’s shareholders to receive a premium for their shares of Gentherm Common Stock or impede other transactions that Gentherm shareholders may consider favorable, and could also affect the price that some investors are willing to pay for Gentherm Common Stock.

 

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes “forward-looking statements” as that term is defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Act including statements regarding the Transactions among Gentherm, Modine, Merger Sub and SpinCo. These forward-looking statements may be identified by the words “believe,” “feel,” “project,” “expect,” “anticipate,” “appear,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “suggest,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding the expected timing and structure of the Transactions, the ability of the parties to complete the Transactions, the expected benefits of the Transactions, including future financial and operating results, anticipated strategic benefits of the Transactions, the amount and timing of synergies from the Transactions, the tax considerations of the Transactions, the terms and scope of the expected financing in connection with the Transactions, the aggregate amount of indebtedness of the combined company following the closing of the Transactions, the combined company’s plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are forward-looking statements.

These forward-looking statements are based on Gentherm’s and Modine’s current expectations and are subject to risks and uncertainties surrounding future expectations generally. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties, many of which are beyond Gentherm’s and Modine’s control. None of Gentherm, Modine, SpinCo or any of their respective directors, executive officers, advisors or representatives make any representation or provide any assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur, or if any of them do occur, what impact they will have on the business, results of operations or financial condition of Gentherm, Modine or the combined business. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements, including developments that could have a material adverse effect on Gentherm’s and Modine’s businesses and the ability to successfully complete the Transactions and realize their benefits. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) that one or more closing conditions to the Transactions, including receipt of certain regulatory approvals, may not be satisfied or waived on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transactions, may require conditions, limitations or restrictions in connection with such approvals or that the required approval by the shareholders of Gentherm may not be obtained; (2) the risk that the Transactions may not be completed on the terms or in the time frame expected by Gentherm, Modine and SpinCo, or at all; (3) unexpected costs, charges or expenses resulting from the Transactions; (4) uncertainty of the expected financial performance of the combined company following completion of the Transactions; (5) failure to realize the anticipated benefits of the Transactions, including as a result of delay in completing the Transactions or integrating the businesses of Gentherm and SpinCo, on the expected timeframe or at all; (6) the ability of the combined company to implement its business strategy; (7) difficulties and delays in the combined company achieving anticipated synergies; (8) inability of the combined company to retain and hire key personnel; (9) the occurrence of any event that could give rise to termination of the Merger Agreement; (10) the risk that shareholder litigation in connection with the Transactions or other litigation, settlements or investigations may affect the timing or occurrence of the Transactions or result in significant costs of defense, indemnification and liability; (11) evolving legal, regulatory and tax regimes; (12) changes in general economic and/or industry specific conditions or any volatility resulting from the imposition of and changing policies, including those policies with respect to tariffs; (13) actions by third parties, including government agencies; (14) the risk that the anticipated tax treatment of the Transactions is not obtained; (15) the risk of greater than expected difficulty in separating the business of SpinCo from the other businesses of Modine; (16) risks related to the disruption of management attention from ongoing business operations due to the pendency of the

 

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Transactions, or other effects of the pendency of the Transactions on the relationship of any of the parties to the Transactions with their employees, customers, suppliers, or other counterparties; (17) the dilution caused by Gentherm’s issuance of additional shares of Gentherm Common Stock in connection with the Merger; and (18) other risk factors detailed from time to time in Gentherm’s and Modine’s reports filed with the SEC, including Gentherm’s and Modine’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including documents that will be filed with the SEC in connection with the Transactions. The foregoing list of important factors is not exclusive.

Any forward-looking statements speak only as of the date of this proxy statement/prospectus. None of Gentherm, Modine or SpinCo undertakes, and each party expressly disclaims, any obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

 

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THE SPECIAL MEETING

This proxy statement/prospectus is furnished in connection with the solicitation of proxies by the Gentherm Board for use at the Special Meeting to be held on     . When this proxy statement/prospectus refers to the Special Meeting, it is also referring to any adjournments or postponements of the Special Meeting. Gentherm intends to begin mailing this proxy statement/prospectus, the attached Notice of Special Meeting and the accompanying proxy card on or about    .

Date, Time and Place of the Special Meeting

The Special Meeting will be held on    at     [a.m. / p.m.], Eastern Time, exclusively via Internet at    .

To attend the Special Meeting, you must be a registered Gentherm shareholder as of the Record Date, or, if your shares are held through a bank, broker or other nominee, you must obtain a legal proxy from such holder and follow the instructions set forth in this proxy statement/prospectus.

Purpose of the Special Meeting

At the Special Meeting, Gentherm shareholders will be asked:

 

1.

Share Issuance Proposal: to consider and vote upon a proposal to approve the issuance of shares of Gentherm Common Stock pursuant to the Merger Agreement;

 

2.

Charter Amendment Proposal: to consider and vote upon a proposal to approve an amendment to the Gentherm Charter to effect an increase to the number of authorized shares of Gentherm Common Stock pursuant to the Merger Agreement; and

 

3.

Adjournment Proposal: to consider and vote upon a proposal to approve the adjournment of the Special Meeting, if necessary, (a) to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the Share Issuance Proposal or the Charter Amendment Proposal, (b) if there are insufficient shares of Gentherm Common Stock represented (either in person via the Internet or by proxy) to constitute a quorum necessary to conduct business at the Special Meeting or (c) to allow reasonable time for the filing or mailing of any supplemental or amended disclosures that Gentherm has determined, based on the advice of outside legal counsel, are reasonably likely to be required under applicable law and for such supplemental or amended disclosures to be disseminated and reviewed by Gentherm shareholders prior to the Special Meeting.

APPROVAL OF EACH OF THE SHARE ISSUANCE PROPOSAL AND THE CHARTER AMENDMENT PROPOSAL IS REQUIRED FOR COMPLETION OF THE MERGER.

THE GENTHERM BOARD HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT, THE MERGER, THE GENTHERM SHARE ISSUANCE AND THE CHARTER AMENDMENT AND RECOMMENDS THAT GENTHERM SHAREHOLDERS VOTE “FOR” THE SHARE ISSUANCE PROPOSAL, “FOR” THE CHARTER AMENDMENT PROPOSAL AND “FOR” THE ADJOURNMENT PROPOSAL.

Record Date and Outstanding Shares

The Gentherm Board has fixed the close of business on    as the Record Date. Only shareholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. Each share of Gentherm Common Stock entitles the holder to one vote on each of the proposals to be considered at the Special Meeting.

 

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As of the close of business on the Record Date, there were approximately    shares of Gentherm Common Stock outstanding and entitled to vote at the Special Meeting.

For ten days prior to the Special Meeting, a list of the shareholders entitled to vote at the Special Meeting will be available for inspection upon request.

Record holders of Gentherm Common Stock on the Record Date may vote their shares of Gentherm Common Stock in person via the Internet at the Special Meeting or by proxy as described below under “The Special Meeting-Voting by Proxy or while attending the Special Meeting.”

Quorum

To conduct the Special Meeting, the holders of a majority of the outstanding shares of Gentherm Common Stock entitled to vote at the Special Meeting must be present in person via the Internet or by proxy. This is referred to as a “quorum.” If a Gentherm shareholder submits a properly executed proxy card or votes via the Internet or by telephone, then such Gentherm shareholder will be considered present at the Special Meeting for purposes of determining the presence of a quorum. Abstentions and broker non-votes will be counted as present for purposes of determining the presence of a quorum. A broker non-vote occurs when a broker or other nominee who holds shares for another person has not received voting instructions from the beneficial owner of the shares and, under the rules and regulations of the Nasdaq, does not have discretionary authority to vote on a proposal.

Required Vote

Gentherm shareholders of record on the Record Date for the Special Meeting may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to each proposal. For the purposes of a Gentherm shareholder vote, abstentions and broker non-votes will not be treated as votes cast with respect to the Share Issuance Proposal and the Adjournment Proposal and therefore will not have an effect on the determination of whether such proposals have been approved. Abstentions and broker non-votes, if applicable, will have the same effect as votes against the Charter Amendment Proposal.

Share Issuance Proposal. Where a quorum is present, the affirmative vote of a majority of the votes cast in person via the Internet or by proxy by the shareholders entitled to vote thereon is required to approve the Share Issuance Proposal.

Charter Amendment Proposal. Where a quorum is present, the affirmative vote of a majority of the outstanding shares entitled to vote on the Charter Amendment Proposal is required to approve the Charter Amendment Proposal.

Adjournment Proposal. Where a quorum is present, the affirmative vote of a majority of the votes cast in person via the Internet or by proxy by the shareholders entitled to vote thereon is required to approve the Adjournment Proposal.

The Merger will not occur unless the Share Issuance Proposal and the Charter Amendment Proposal are approved. Approval of each proposal is not conditioned on the approval of any other proposal; however, the issuance of shares of Gentherm Common Stock pursuant to the Share Issuance Proposal and the amendment of the Gentherm Charter pursuant to the Charter Amendment Proposal will not be implemented if the Charter Amendment Proposal is not approved or if the Merger is not consummated.

Voting by Proxy or while attending the Special Meeting

Giving a proxy means that a Gentherm shareholder authorizes the persons named in the enclosed proxy card to vote his or her shares at the Special Meeting in the manner such shareholder directs. A Gentherm shareholder may cause his or her shares to be voted by granting a proxy in advance of the Special Meeting.

 

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Gentherm shareholders may vote their shares as follows:

 

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Internet-going to the website printed on the enclosed proxy card (    ) and following the instructions outlined on the secured website using certain information provided on the front of the proxy card. If you vote via the Internet, there is no need to mail in your proxy card.

 

2.

Telephone-calling the toll-free number that is listed on the enclosed proxy card (1-800-    -   ). Please follow the instructions on your proxy card. If you vote using the telephone, there is no need to mail in your proxy card.

 

3.

Proxy Card-completing, signing, dating and mailing the proxy card and returning it in the postage-paid, self-addressed envelope provided.

Submitting a proxy via the Internet or by telephone provides the same authority to vote shares as if the shareholder had returned his or her proxy card by mail.

Each properly signed proxy card received prior to the Special Meeting and not revoked before exercised at the Special Meeting will be voted at the Special Meeting according to the instructions indicated on the proxy card or, if no instructions are given on a properly signed proxy, the shares represented by such proxy will be voted “FOR” the Share Issuance Proposal, “FOR” the Charter Amendment Proposal and “FOR” the Adjournment Proposal.

Gentherm requests that Gentherm shareholders complete, date and sign the accompanying proxy card and return it to Gentherm in the enclosed postage-paid, self-addressed envelope or submit the proxy by telephone or via the Internet as soon as possible.

None of the Share Issuance Proposal, the Charter Amendment Proposal or the Adjournment Proposal is a routine matter. As a result, if a Gentherm shareholder’s shares are held in “street name” by a broker, bank or other nominee, such shareholder must obtain a voting instruction form from the nominee that holds such shares and follow the voting instructions given by that nominee.

If a Gentherm shareholder plans to attend the Special Meeting and wishes to vote while attending the Special Meeting, such shareholder will be able to do so. If a Gentherm shareholder’s shares are held in “street name” (through a bank, broker or other nominee), such shareholder must obtain a legal proxy from the record holder to vote such shares while attending the Special Meeting. Whether or not a Gentherm shareholder plans to attend the Special Meeting in person, Gentherm requests that each Gentherm shareholder complete, sign, date and return the enclosed proxy card in the enclosed postage-paid, self-addressed envelope, or submit a proxy through the Internet or by telephone as described in the instructions accompanying this proxy statement/prospectus as soon as possible. This will not prevent any Gentherm shareholder from voting while attending the Special Meeting but will assure that such shareholder’s vote is counted if such shareholder is unable to attend the Special Meeting in person.

Revocability of Proxies and Changes to a Gentherm shareholder’s Vote

Gentherm shareholders of record may revoke their proxies and change their votes at any time prior to the time their shares are voted at the Special Meeting. A Gentherm shareholder can revoke his or her proxy or change his or her vote by:

 

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notifying Gentherm’s Corporate Secretary in writing (at Gentherm’s address set forth in this proxy statement/prospectus, which must be received prior to the proxy’s exercise of the proxy at the Special Meeting);

 

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voting again via the Internet or by telephone (prior to    p.m. Eastern Time), since only the latest vote will be counted; or

 

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signing and returning, prior to the prior proxy’s exercise at the Special Meeting, another proxy card that is dated after the date of the first proxy card.

 

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Beneficial holders of Gentherm Common Stock who hold shares in “street name” should contact their broker, bank or other nominee for instructions on how to revoke their proxies. Simply attending the Special Meeting will not revoke a proxy.

Solicitation of Proxies

This proxy statement/prospectus is being furnished in connection with the solicitation of proxies by the Gentherm Board. All costs of soliciting proxies, including reimbursement of fees of certain brokers, fiduciaries and nominees in obtaining voting instructions from beneficial owners and the preparation, assembly, printing and mailing of this proxy statement/prospectus and any additional materials furnished to Gentherm shareholders will be borne by Gentherm.

In addition, Gentherm has retained Innisfree to assist in the solicitation of proxies for a fee of approximately $75,000, plus additional fees to be determined at the conclusion of the solicitation and reimbursement of reasonable expenses. Gentherm has also agreed to indemnify Innisfree for certain liabilities related to its engagement.

Proxies may be solicited by mail, telephone, facsimile and other forms of electronic transmission and may also be solicited by directors, officers and other employees of Gentherm without additional compensation. Copies of solicitation materials will be furnished to banks, brokerage houses and other agents holding shares in their names that are beneficially owned by others so that they may forward this solicitation materials to these beneficial owners. In addition, if asked, Gentherm will reimburse these persons for their reasonable expenses in forwarding the solicitation materials to the beneficial owners. Gentherm has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the shares they hold of record.

Certain Ownership of Gentherm Common Stock

As of the Record Date, Gentherm’s directors and executive officers beneficially owned    shares of Gentherm Common Stock, representing approximately  % of the shares outstanding as of such date.

Gentherm currently expects that each of its directors and executive officers will vote their shares of Gentherm Common Stock “FOR” the Share Issuance Proposal, “FOR” the Charter Amendment Proposal and “FOR” the Adjournment Proposal, although none of them have entered into an agreement requiring them to do so.

Other Matters

As of the date of this proxy statement/prospectus, the Gentherm Board is not aware of any other matters that will be presented for consideration at the Special Meeting other than as described in this proxy statement/prospectus.

This proxy statement/prospectus and the proxy card are first being sent to Gentherm shareholders on or about    , 2026.

The matters to be considered at the Special Meeting are of great importance to Gentherm shareholders. Accordingly, Gentherm shareholders are urged to read and carefully consider the information presented in this proxy statement/prospectus and the attachments hereto, and to complete, date, sign and promptly return the enclosed proxy card in the enclosed postage-paid, self-addressed envelope, or vote via the Internet or by telephone, following the instructions on the enclosed proxy card.

 

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THE TRANSACTIONS

Overview

On January 29, 2026, Gentherm and Modine announced a plan to combine the Performance Technologies Business with Gentherm. In order to effect the Separation, the Distribution and the Merger, Gentherm, Modine, SpinCo and Merger Sub entered into a number of agreements, including the Merger Agreement and the Separation Agreement. These agreements, which are described in greater detail in this proxy statement/prospectus, provide for (1) the separation of the Performance Technologies Business from Modine’s other businesses and the subsequent transfer of the Performance Technologies Business to SpinCo and its subsidiaries, (2) a cash distribution to Modine of $210.0 million, subject to certain potential adjustments (the “SpinCo Cash Distribution”), (3) the delivery to Modine shareholders of all of the issued and outstanding shares of SpinCo Common Stock held by Modine by way of a pro rata distribution, and (4) the merger of SpinCo with Merger Sub, with SpinCo continuing as the surviving corporation of the Merger and becoming a wholly owned subsidiary of Gentherm.

Transaction Sequence

Below is a step-by-step list illustrating the material events relating to the Separation, Distribution and the Merger:

Step 1: Separation

Prior to the Distribution and the Merger, Modine will transfer (or cause to be transferred) and SpinCo will accept and assume (or cause to be accepted and assumed) all of the right, title and interest to and under certain assets and liabilities relating to the Performance Technologies Business.

Step 2: Incurrence of the Permanent SpinCo Financing

On June 29, 2026, SpinCo entered into documentation governing the Permanent SpinCo Financing in an aggregate committed principal amount of $250.0 million, the proceeds of which will be used on the Closing Date to make the SpinCo Cash Distribution, subject to certain potential adjustments set forth in the Merger Agreement, and to pay certain other amounts under the Merger Agreement and/or the Separation Agreement.

The material terms of the Permanent SpinCo Financing are described in more detail under “The Transaction Agreements-Debt Financing.” Following the Merger, Gentherm and certain of its subsidiaries are expected to guarantee all indebtedness incurred by SpinCo under the Permanent SpinCo Financing.

Gentherm expects to use available and committed financing pursuant to the Gentherm Revolving Credit Facility to fund the Gentherm Special Dividend (if any) and to pay fees, commissions and expenses related to the Transactions and the excess of the Final Cash Transfer Amount over the Cash Transfer Amount, if any, to Modine. After the consummation of the Transactions, SpinCo and certain of its subsidiaries are expected to guarantee the obligations under the Gentherm Revolving Credit Facility. 

Step 3: SpinCo Cash Distribution

Pursuant to the Separation Agreement, SpinCo will make a cash distribution to Modine of $210.0 million, subject to adjustment. See the section entitled “The Transaction Agreements-The Separation Agreement-Initial Adjustment Statement; Post-Closing Adjustments” for further description of potential adjustments to the SpinCo Cash Distribution.

 

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Step 4: Distribution

Following the SpinCo Cash Distribution, Modine will distribute to its shareholders all of the issued and outstanding shares of SpinCo Common Stock held by Modine by way of a pro rata distribution and for no consideration.

Step 5: Merger

Following the Distribution, Merger Sub will be merged with and into SpinCo, with SpinCo as the surviving entity. When the Merger is completed, SpinCo will become a wholly owned subsidiary of Gentherm.

Each share of SpinCo Common Stock issued and outstanding as of immediately prior to the Effective Time (other than shares held by SpinCo as treasury stock or by Gentherm or Merger Sub, in each case, as of immediately prior to the Effective Time, that are automatically canceled) will be automatically converted as of the Effective Time into the right to receive a number of shares of Gentherm Common Stock equal to the Exchange Ratio, which is subject to adjustment if necessary to satisfy the Threshold Percentage as described below, with cash paid in lieu of fractional shares of Gentherm Common Stock in accordance with the Merger Agreement. Prior to the adjustment described below, the Exchange Ratio is designed to result in the issued and outstanding shares of Gentherm Common Stock on a fully diluted basis immediately following the Effective Time being owned approximately 40% by the former holders of SpinCo Common Stock immediately prior to the Effective Time (in their capacity as such) and approximately 60% by the Gentherm shareholders immediately prior to the Effective Time (in their capacity as such), without taking into account any overlapping shareholder ownership.

However, in order to preserve the tax-free nature of the Distribution for U.S. federal income tax purposes, the Merger Agreement generally provides that the Exchange Ratio will be adjusted upwards if necessary to ensure that, immediately following the Effective Time, former holders of SpinCo Common Stock (including the Overlap Shareholders) immediately prior to the Effective Time own, for applicable U.S. federal income tax purposes, at least the Threshold Percentage of the outstanding shares of Gentherm Common Stock.

If the Exchange Ratio would result in the percentage of issued and outstanding shares of Gentherm Common Stock to be received in the Merger by former holders of SpinCo Common Stock (other than Overlap Shareholders) immediately prior to the Effective Time, together with the share ownership percentage represented by the aggregate Overlap Shares for all Overlap Shareholders, being less than the Threshold Percentage of all shares of Gentherm Common Stock outstanding immediately following the consummation of the Merger, then the Exchange Ratio will be increased to result in the percentage of shares of Gentherm Common Stock to be received by the former holders of SpinCo Common Stock (including the Overlap Shareholders) immediately prior to the Effective Time being equal to the Threshold Percentage. For more information, see the section entitled “The Transactions-Transaction Sequence.”

Set forth below are diagrams that graphically illustrate, in simplified form, the existing corporate structure of the parties to the Transactions, the corporate structure of the parties immediately following the Separation and the Distribution, but before the Merger, and the final corporate structure immediately following the consummation of the Merger.

 

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Existing Structure:

 

 

Structure Following the Separation and the Distribution, but before the Merger:

 

 

 

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Structure Following the Merger:

 

 

The Separation and the Distribution

Prior to the Distribution and the Merger, certain subsidiaries of Modine will undergo an internal restructuring to separate and consolidate the Performance Technologies Business under SpinCo pursuant to the Separation Agreement. In the Separation, Modine will transfer (or cause to be transferred) and SpinCo will accept and assume (or cause to be accepted and assumed) all of the right, title and interest to and under certain assets and liabilities relating to the Performance Technologies Business. Following the Separation, Modine will distribute to its shareholders all of the SpinCo Common Stock held by Modine by way of a pro rata distribution for no consideration.

The Merger

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into SpinCo. By virtue of the Merger, at the Effective Time, the separate existence of Merger Sub will cease and SpinCo will continue as the surviving corporation in the Merger and as a wholly owned subsidiary of Gentherm, and will succeed to and assume all the property, rights, privileges, powers and be subject to all of the restrictions, debt and duties of Merger Sub in accordance with the DGCL.

The certificate of incorporation and bylaws of SpinCo in effect immediately prior to the Merger will, following the Merger, continue as the certificate of incorporation and bylaws of SpinCo.

Calculation and Adjustments to the Exchange Ratio; Amount of Gentherm Special Dividend

Overview

The Merger Agreement provides that following the completion of the Distribution, Merger Sub will merge with and into SpinCo with each share of SpinCo Common Stock converted into the right to receive a number of shares of newly issued Gentherm Common Stock equal to the Exchange Ratio (subject to adjustments). Pursuant

 

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to the Merger Agreement, the Exchange Ratio is designed to result in Gentherm issuing in the Merger shares that represent 40% of the issued and outstanding shares of Gentherm Common Stock on a fully diluted basis immediately following the Merger, without taking into account any overlapping shareholder ownership. As described below and more fully set out in the Merger Agreement, under certain circumstances, the Exchange Ratio will be adjusted upwards to the extent necessary to ensure that, immediately following the Closing, former holders of SpinCo Common Stock (including the Overlap Shareholders) immediately prior to the Effective Time own, for U.S. federal income tax purposes, at least the Threshold Percentage of the outstanding shares of Gentherm Common Stock. If the Exchange Ratio is increased, then (i) SpinCo will reduce the amount of the SpinCo Cash Distribution and, (ii) depending on the size of the adjustment of the Exchange Ratio, Gentherm may be required to pay the Gentherm Special Dividend to Gentherm shareholders who held shares of Gentherm Common Stock as of the Gentherm Special Dividend record date, which record date will be a date prior to the date of the Merger. While the Gentherm Special Dividend (if any) would be paid only to shareholders of record of Gentherm Common Stock as of the Gentherm Special Dividend record date, which will be a date before the Merger, Gentherm expects the payment date for any Gentherm Special Dividend would be following the Closing. The decrease in the SpinCo Cash Distribution and any Gentherm Special Dividend are designed to preserve the nominal economic allocation between the holders of SpinCo Common Stock (in their capacity as such) and Gentherm shareholders (in their capacity as such) that would have resulted from the Exchange Ratio if it were not adjusted.

As described in more detail under “Material U.S. Federal Income Tax Considerations of the Distribution and the Merger,” the Distribution would not be treated as a tax-free distribution to Modine for U.S. federal income tax purposes if, among other reasons, the Merger results in one or more persons acquiring a 50% or greater interest (by vote or value) in SpinCo Common Stock. However, for purposes of such a determination, if a holder of SpinCo Common Stock is also a shareholder of Gentherm immediately prior to the Merger (an “Overlap Shareholder”), the IRS Ruling, if received, is expected to confirm that the net increase in an Overlap Shareholder’s ownership of SpinCo as a result of the Merger and by virtue of being a shareholder of Gentherm is offset by its net decrease in such ownership percentage by reason of being a holder of SpinCo Common Stock immediately prior to the Merger. If the IRS Ruling is not received, Modine and Gentherm will not be able to make the assumptions about the beneficial ownership needed to treat specified investors as Overlap Shareholders (or to determine the amount of overlapping shareholdings).

Accordingly, the determination as to whether the percentage of Gentherm Common Stock to be received in the Merger by holders of SpinCo Common Stock with respect to Qualified SpinCo Common Stock (as defined in the Merger Agreement) (other than the Overlap Shareholders), together with the share ownership percentage represented by the aggregate Overlap Shares for all Overlap Shareholders (if any), meets the Threshold Percentage will be made jointly by Gentherm and Modine acting reasonably and in good faith and in consultation with their respective outside legal counsel and tax advisors. In furtherance thereof, (A) prior to the Closing, Gentherm and Modine will promptly notify the other upon it becoming aware of any action or occurrence that would reasonably be expected to result in the need for an adjustment to the Exchange Ratio, (B) no later than 10 business days prior to the expected Closing, and on each business day following the tenth business day prior to the expected Closing, Gentherm and Modine will provide the other with any information that is reasonably necessary or reasonably requested by the other with respect to the calculation of the Overlap Shares, the Applicable Percentage (as defined in the Merger Agreement), the Exchange Ratio, the Aggregate Adjustment Amount and the Excess Adjustment Amount (if any) as of such date and will provide one another with such information as of the Determination Time as promptly as reasonably practicable and (C) promptly thereafter, if such party determines, acting reasonably and in good faith and in consultation with the other party and its outside legal counsel and tax advisors, that the Threshold Percentage is not met, such party will notify the other party thereof (together with its calculation of the Applicable Percentage and proposed Exchange Ratio Increase Amount, Aggregate Adjustment Amount and Excess Adjustment Amount (if any), including reasonable supporting detail for any such calculations). Gentherm and Modine will consider and discuss in good faith any comments to the Exchange Ratio Increase Amount, the Aggregate Adjustment Amount or the Excess Adjustment

 

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Amount (if any) proposed by the other party and seek to determine the final amounts thereof as promptly as practicable following the Determination Time.

The need and the extent of any adjustment to the Exchange Ratio is dependent on a number of factors, many of which will not be known until shortly prior to the Closing. Among other factors, the extent of the adjustment, if any, depends on:

 

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which shareholders may be counted as Overlap Shareholders for purposes of Section 355(e) of the Code (such shareholders, the “Qualifying Overlap Shareholders”);

 

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based on the rulings received in the IRS Ruling, whether certain shareholders meet the criteria outlined in the IRS Ruling to qualify as Qualifying Overlap Shareholders;

 

•

based on the rulings received in the IRS Ruling and the determinations made by Gentherm and Modine at or shortly prior to the Closing, the number of Overlap Shares owned by Qualifying Overlap Shareholders; and

 

•

based on the rulings received in the IRS Ruling, the sources specified as permitted sources of publicly available information to establish stock ownership of Overlap Shareholders.

Trading Markets

Gentherm Common Stock

Following the Merger, shares of Gentherm Common Stock will continue to be traded publicly on Nasdaq.

Modine Common Stock

Following the Merger, Modine shareholders will continue to hold their shares of Modine Common Stock, subject to the same rights as prior to the Separation, the Distribution and the Merger, except that their shares of Modine Common

Stock will represent an interest in Modine that no longer includes the Performance Technologies Business. Shares of Modine Common Stock will continue to be traded publicly on the NYSE. Modine shareholders, to the extent they were holders of record on the Distribution Record Date, will also hold shares of Gentherm Common Stock immediately after the Closing.

SpinCo Common Stock

There currently is no trading market for shares of SpinCo Common Stock. After the Merger, all outstanding shares of SpinCo Common Stock will automatically be canceled and cease to exist at the Effective Time and upon their conversion into shares of Gentherm Common Stock.

Background of the Transactions

The Modine Board and Modine’s management team regularly review and assess the performance, operations and financial condition of Modine’s businesses and industry in the context of their long-term strategic goals and plans. These reviews have included consideration, from time to time, of potential opportunities to advance these goals and plans and enhance shareholder value, including acquisitions, divestitures, and other transactions. In 2022, Modine announced a multi-phased transformation of the company to drive increased shareholder value, and since then, Modine has embedded its 80/20 governing philosophy across the organization to reallocate and focus resources, simplify operational complexity and drive financial performance improvements.

 

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In early 2025, Modine, with the assistance of outside advisors, and as part of the evaluation of its businesses, considered the possible divestiture of all or a portion of its Performance Technologies segment. The Modine Board considered the potential advantages of creating a pure-play climate solutions company focused on the data center and commercial HVAC and refrigeration markets, including management’s ability to focus on value creation strategies for such a business, as well as the enhanced growth profile and reduced cyclicality of such a business. The Modine Board also considered the feasibility of various transaction structures to create such a pure-play thermal management company.

The Gentherm Board, together with members of its management team, regularly evaluates and considers a variety of financial and strategic opportunities to enhance stockholder value as part of its long-term business plans. These functions are primarily performed through the Gentherm Mergers and Acquisitions Committee, a standing committee of the Gentherm Board (the “Gentherm M&A Committee”), that is responsible for assisting the management team in identifying, monitoring and evaluating strategic opportunities for Gentherm, and that has the authority to approve material transactions.

On January 1, 2025, each of Messrs. Bill Presley and Jon Douyard commenced their roles as President and Chief Executive Officer and Executive Vice President, Chief Financial Officer and Treasurer, respectively, of Gentherm. Under the leadership of Messrs. Presley and Douyard, in early 2025, the Gentherm management team and the Gentherm Board, led by the Gentherm M&A Committee, continued to explore opportunities for strategic mergers and acquisitions, with a particular focus on accelerating the expansion of Gentherm’s core technology product platform into adjacent markets and evaluating transformative acquisition strategies and opportunities, a process which included discussions with various investment banks to explore potential strategic opportunities.

On May 5, 2025, representatives of Barclays met with Gentherm management to discuss potential strategic alternatives for Gentherm. In connection with their discussions regarding potential strategic alternatives, representatives of Barclays, drawing on their knowledge of the industrial sector, identified Modine’s Performance Technologies Business as a potential combination partner for Gentherm. At this meeting, representatives of Barclays and Gentherm management discussed a potential transaction in which Gentherm would combine with Modine’s Performance Technologies Business, utilizing an RMT structure and, at the request of Gentherm management, the Barclays representatives agreed to follow up at a later date with additional details.

In regularly scheduled meetings of the Gentherm M&A Committee from May to August 2025, Gentherm management presented the Gentherm M&A Committee in the ordinary course with various strategic opportunities involving a number of different target companies that were identified through engagement with several investment banking groups. The Gentherm M&A Committee evaluated these opportunities in collaboration with Gentherm management while continuing to consider the potential transaction with Modine, and ultimately determined that the potential transaction involving Modine’s Performance Technologies Business represented the most attractive opportunity among those considered given its strategic alignment with Gentherm’s thermal management platform, the expected ability to realize synergies in combining the two companies and the opportunity to utilize a tax-efficient RMT structure in the proposed transaction.

On May 16, 2025, representatives of Barclays met again with Gentherm management to review more detailed information with respect to a potential transaction with Modine, including RMT structural considerations. Following such meeting, and after further discussion and review of information furnished by the Barclays representatives at Gentherm management’s request, Gentherm management authorized the Barclays representatives to indicate to Modine management that Gentherm would be interested in exploring a potential transaction. At the request of Gentherm, the Barclays representatives contacted members of Modine’s management on or about May 22, 2025.

Throughout the remainder of May and June 2025, at the request of Gentherm, representatives of Barclays held a series of meetings with members of Modine’s management to discuss the potential transaction.

 

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On June 5, 2025, representatives of Barclays met with Gentherm management and provided updates with respect to recent discussions with Modine’s management team.

On July 14, 2025, Messrs. Presley and Douyard held an introductory call with Messrs. Brinker and Lucarelli during which the parties discussed the potential transaction, focusing primarily on the strategic fit between Gentherm and the Performance Technologies Business. The executives of the two companies acknowledged that the potential transaction could help each company achieve its strategic objectives and agreed to continue their dialogue to further explore the opportunity.

On July 22, 2025, the Modine Board met with Modine management and representatives of BofA Securities to discuss a potential RMT transaction with Gentherm involving the Performance Technologies Business. The Modine Board considered the strong strategic and financial merits of a potential RMT transaction and the opportunity to create a pure-play thermal technology business focused on high growth end markets through the separation of the Performance Technologies Business. During such meeting, the Modine Board also noted the benefits of forming a strategic transaction committee solely for efficiency considerations, which would be vested with the power of the Modine Board to meet with advisors and evaluate and negotiate transaction proposals, but any definitive agreements would require approval of the Modine Board.

On July 24, 2025, to facilitate further exploration of the potential transaction between the parties, Gentherm and Modine entered into a mutual non-disclosure agreement. The non-disclosure agreement provided for customary confidential treatment of each party’s proprietary information and also included mutual non-solicitation restrictions, among other things. This non-disclosure agreement did not contain a so-called “standstill” provision that restricted a party’s ability to acquire shares or make public takeover proposals of the other party.

On July 24, 2025, Mr. Douyard met with representatives of Barclays to discuss the timeline for the potential transaction. Also on July 24, 2025, representatives of Barclays provided updated perspectives on the potential transaction, which were subsequently made available to the Gentherm Board by members of Gentherm management.

On August 8, 2025, the Modine Board, acting by unanimous written consent in lieu of a meeting, established a strategic transaction committee (the “Modine Strategic Committee”), composed of Mr. G. Mark Bendza, Ms. Katherine C. Harper, Mr. Alan S. Lowe, Mr. David J. Wilson, and Ms. Marsha C. Williams, for the purposes of continuing discussions regarding a range of strategic alternatives available to Modine, including, without limitation: a potential sale of one or more businesses of Modine, including a potential divestiture of all or a portion of its Performance Technologies Business; a potential restructuring of one or more businesses of Modine; a potential combination of one or more of Modine’s businesses with a strategic partner; a potential separation or spin-off transaction to separate certain of the Modine’s businesses; or any alternatives to the foregoing. The Modine Strategic Committee was delegated the power and authority of the Modine Board to evaluate and consider the strategic options and make recommendations to the Modine Board regarding the strategic options.

On August 13, 2025, at a regularly scheduled meeting of the Gentherm M&A Committee, Gentherm management and representatives of Barclays provided the Gentherm M&A Committee with updates relevant to Gentherm’s M&A strategy. Mr. Wayne Kauffman, Senior Vice President, General Counsel and Secretary of Gentherm, and Mr. Charles Kummeth, a director and Chair of the Gentherm M&A Committee, reviewed with the Gentherm M&A Committee the potential RMT transaction with Modine, which was expected to provide Gentherm with an opportunity to increase its product portfolio and to expand its offerings to adjacent markets served by the Performance Technologies Business. Representatives of Barclays also reviewed the financial aspects of the proposed transaction involving Modine’s Performance Technologies Business. The Gentherm M&A Committee supported Gentherm management’s continued discussions with Modine and the exploration of next steps with respect to the evaluation of the opportunity.

 

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In September 2025, Modine commenced a process to solicit interest from third parties in the potential divestiture of Modine’s automotive thermal management business of the Performance Technologies segment (the “Potential Automotive Sale”). In September and October 2025, Modine executed 32 non-disclosure agreements with potential acquirors, including both strategic acquirors and financial sponsors and including both U.S. and non-U.S.-based companies and sponsors.

On September 12, 2025, representatives of Modine management and Gentherm management met, along with representatives of Barclays, to discuss the potential transaction involving the Performance Technologies Business, including an overview of the respective companies, the strategic rationale for pursuing such a transaction and potential opportunities for the combined company.

On September 30, 2025, Messrs. Presley, Douyard and Kauffman attended a site visit to Modine’s Performance Technologies Business facilities in Lawrenceburg, Tennessee, during which they met with several members of the Performance Technologies Business’s leadership team.

On October 1, 2025, representatives of Gentherm and Modine, together with their respective financial advisors, held a joint discussion of potential synergies associated with the potential transaction.

On October 3, 2025, the Gentherm Board held a special meeting with Gentherm management and representatives of Barclays in attendance. At the meeting, among other things, the Gentherm Board was updated on the status of Gentherm’s evaluation of the potential transaction involving the Performance Technologies Business and the key activities that had occurred since the August 2025 Gentherm M&A Committee meeting. Members of Gentherm’s management team and representatives of Barclays discussed the strategic rationale for the potential transaction as well as details regarding the proposed RMT transaction structure. Representatives of Barclays also reviewed a preliminary financial analysis of a proposed combination with the Performance Technologies Business. Members of the Board shared their views on key terms, including with respect to the proposed ownership split and cash dividend that would be paid to Modine, confirmed their interest in continuing to evaluate the transaction, and decided to meet again to further discuss the proposed transaction.

On October 10, 2025, the Gentherm Board held another special meeting with Gentherm management and representatives of Barclays in attendance. At the meeting, the Gentherm Board discussed, along with management and the Barclays representatives, the conflicts disclosure provided by Barclays relating to its provision of services to Modine and related independence considerations regarding the engagement of Barclays as Gentherm’s financial advisor for the potential transaction. Members of Gentherm management discussed the strategic rationale for the potential transaction involving the Performance Technologies Business. Representatives of Barclays also reviewed the financial aspects of potential strategic alternatives for Gentherm, including the potential combination with the Performance Technologies Business, as well as the proposed financial terms of a non-binding letter of intent between Gentherm and Modine. Following discussion, the Gentherm Board authorized management to submit a non-binding letter of intent to Modine for the potential transaction involving the Performance Technologies Business on the terms discussed with the Gentherm Board.

Following the Gentherm Board’s authorization to proceed, Gentherm submitted a non-binding indication of interest to Modine regarding a combination of Gentherm with the Performance Technologies Business in a RMT transaction (the “October 10 Proposal”), contemplating a 58% / 42% post-closing ownership split between Gentherm and Modine shareholders, respectively, without taking into account any overlapping shareholder ownership, as well as a $100 million cash distribution from SpinCo to Modine. The October 10 Proposal also included a request for a 60-day exclusivity period from Modine, subject to a single 15-day extension.

Messrs. Presley and Brinker had a call on October 17, 2025, during which Mr. Presley reaffirmed Gentherm’s interest in pursuing the proposed transaction.

On October 23, 2025, the Modine Board held a special meeting with Modine management and representatives of BofA Securities in attendance to discuss the October 10 Proposal and receive an update on the

 

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Potential Automotive Sale. The Modine Board discussed the strategic rationale for, and other considerations in connection with, pursuing a RMT transaction, including potential alternatives, such as a cash sale and a spin-off, and various benefits and considerations of each. In connection with such review, the Modine Board noted the pre-tax sale proceeds Modine would need to receive in such alternate transactions to imply similar valuation multiples for the Performance Technologies Business. The Modine Board reviewed Modine’s historical trading multiples, as well as those of peers of the Performance Technologies Business and the Climate Solutions business, noting the significant difference in trading multiples in favor of Climate Solutions’ peer companies. Following discussion, the Modine Board agreed to continue the Potential Automotive Sale process while authorizing a counterproposal to Gentherm, including an ownership split providing Gentherm and Modine shareholders with 60% and 40% ownership, respectively, of the combined company, without taking into account any overlapping shareholder ownership, and a $250.0 million cash distribution from SpinCo to Modine.

On October 25, 2025, a representative of BofA Securities contacted a representative of Barclays to deliver Modine’s verbal counterproposal to Gentherm on the terms approved by the Modine Board.

On October 27, 2025, a representative of Barclays held a meeting with Messrs. Presley, Douyard and Kauffman, at which meeting Barclays discussed Modine’s counterproposal as well as Gentherm’s potential response to Modine’s counterproposal. Following the meeting, representatives of Barclays contacted a representative of BofA Securities to deliver Gentherm’s revised verbal proposal to Modine that confirmed the 60% / 40% combined company ownership split proposed by Modine, without taking into account any overlapping shareholder ownership, and provided for a $175 million cash distribution from SpinCo to Modine. Gentherm’s revised verbal proposal was non-binding and subject to Gentherm Board approval. In the days following the October 27, 2025 meeting, Mr. Presley continued to engage in informal discussions with individual members of the Gentherm Board, during which Mr. Presley and the directors shared their views on the strategic fit and implications of the proposed transaction.

On October 29, 2025, a representative of BofA Securities contacted a representative of Barclays to deliver Modine’s new verbal counterproposal to Gentherm providing for a 60% / 40% combined company ownership split, without taking into account any overlapping shareholder ownership, and a $225 million cash distribution from SpinCo to Modine.

On October 30, 2025, following internal discussion among Gentherm management and representatives of Barclays, Mr. Presley contacted Mr. Brinker to deliver Gentherm’s revised verbal proposal to Modine providing for a 60% / 40% combined company ownership split, without taking into account any overlapping shareholder ownership, and a $200 million cash distribution from SpinCo to Modine. Gentherm’s revised verbal proposal was non-binding and subject to Gentherm board approval.

On November 4, 2025, the Gentherm Board held a special meeting with Messrs. Douyard and Kauffman of Gentherm management and representatives of Honigman in attendance. At the meeting, among other things, representatives of Honigman reviewed with the Gentherm Board its fiduciary duties with respect to the proposed transaction as well as the conflicts disclosure provided by Barclays relating to its provision of services to Modine and related independence considerations regarding the engagement of Barclays as Gentherm’s financial advisor. Members of Gentherm’s management team discussed the status of ongoing matters related to the proposed transaction, including the ongoing negotiations of the non-binding letter of intent and the most recent terms proposed by Gentherm on October 30, which were non-binding and subject to Gentherm Board approval. The Gentherm Board unanimously affirmed the revised Gentherm proposal of a 60% / 40% combined company ownership split, without taking into account any overlapping shareholder ownership, and a $200 million cash distribution from SpinCo to Modine.

On November 5, 2025, a representative of BofA Securities contacted a representative of Barclays to deliver Modine’s verbal counterproposal to Gentherm reiterating the terms of its October 29 proposal, including a 60% / 40% combined company ownership split, without taking into account any overlapping shareholder ownership, and a $225 million cash distribution from SpinCo to Modine.

 

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On November 6, 2025, following internal discussion among Gentherm management and representatives of Barclays, a representative of Barclays contacted a representative of BofA Securities to deliver Gentherm’s revised verbal proposal to Modine providing for a 60% / 40% combined company ownership split, without taking into account any overlapping shareholder ownership, and a $210 million cash distribution from SpinCo to Modine. Gentherm management also proposed that the parties agree to certain exclusivity arrangements with respect to a sale of Gentherm and of the Performance Technologies Business. Gentherm’s revised verbal proposal was non-binding and subject to Gentherm Board approval.

On November 7, 2025, the Gentherm Board held a special meeting with Messrs. Douyard and Kauffman of Gentherm management and representatives of Honigman in attendance. At the meeting, Mr. Presley discussed updates related to the proposed transaction, including with respect to negotiations of the economic terms of the proposed transaction, and also discussed the proposed exclusivity agreement. The Gentherm Board unanimously affirmed the most recent Gentherm proposal and authorized management to finalize the proposed exclusivity terms with Modine.

Also on November 7, 2025, the Modine Board held a special meeting with Modine management and representatives of BofA Securities and Gibson Dunn in attendance to review Gentherm’s November 6, 2025 proposal. The Modine Board reviewed with their advisors the negotiating history and potential valuation creation for Modine shareholders under Gentherm’s proposed terms. The Modine Board discussed next steps including mutual due diligence and the terms of the proposed exclusivity agreement. Following discussion, the Modine Board confirmed their willingness to move forward on the basis of Gentherm’s November 6, 2025 proposal and directed Modine management to finalize the proposed exclusivity terms with Gentherm. In reaching the decision to agree to the proposed exclusivity terms with Gentherm and end the Potential Automotive Sale process, the Modine Board considered the fact that the transaction with Gentherm covered the entire Performance Technologies Business segment, while the Potential Automotive Sale process covered only the automotive thermal management business, and that the transaction with Gentherm could be effected on a tax-free basis to Modine and its shareholders and offered greater value to Modine and its shareholders.

On November 10, 2025, Gentherm and Modine entered into the exclusivity agreement providing for Gentherm and Modine to negotiate on an exclusive basis through January 31, 2026. Thereafter, Modine terminated the Potential Automotive Sale process in favor of pursuing the potential transaction with Gentherm.

On November 13, 2025, Gentherm sent an updated non-binding letter of intent to Modine to confirm in writing the key terms of Gentherm’s November 6 proposal providing the basis on which the parties entered into the exclusivity agreement and proceeded with due diligence and negotiation of definitive documentation.

On November 17, 2025, Gentherm and Modine amended and restated the mutual non-disclosure agreement to provide for a customary mutual standstill provision that restricted each party’s ability to acquire shares and make public takeover proposals of the other party. The standstill provision expressly permitted confidential transaction proposals between the parties and provided for automatic termination, among other circumstances, upon entry into a definitive agreement for a change in control transaction involving the other party, among other things.

On November 24, 2025, Gentherm engaged Latham & Watkins LLP as special transaction counsel to Gentherm with respect to the proposed transaction.

Following review of initial diligence materials, a series of follow-up diligence calls were held during December 2025 and the first two weeks of January 2026, during which members of Gentherm’s management team and representatives of certain advisors to Gentherm discussed and reviewed additional information on critical diligence items, including related to corporate, commercial, employee benefits, finance, information technologies, insurance, legal, operational, real estate and environmental and regulatory matters for the Performance Technologies business. During this time, Modine and its advisors also conducted business, financial and legal diligence on Gentherm.

 

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On December 1, 2025, the Gentherm Board, acting by unanimous written consent in lieu of a special meeting, approved the engagement of Barclays as financial advisor with respect to the proposed transaction, including the terms documented by a customary engagement letter.

On December 8, 2025, the Modine Strategic Committee met with other members of the Modine Board, Modine management, representatives of BofA Securities and Gibson Dunn to receive updates on the transaction, including the status of the mutual due diligence process and key milestones for the transaction workstreams and transaction analyses.

On December 15, 2025, the Gentherm Board held a special meeting, with Messrs. Douyard and Kauffman and Ms. Runyon of Gentherm management, and representatives of each of Honigman, Latham and Barclays. At the meeting, Gentherm management and the advisors provided updates related to the proposed transaction, including the strategic opportunities created by the proposed transaction, preliminary estimates of potential synergies and key diligence workstreams. Gentherm management and representatives of Barclays also provided updates with respect to the transaction structure, preliminary financial projections for the Performance Technologies Business and timing considerations. The Gentherm Board reviewed the preliminary financial projections. Representatives of Latham reviewed initial considerations regarding the anticipated drafts of applicable Transaction Documents and other key workstreams for signing.

During December 2025 and January 2026, up to and including the date of signing and announcing the proposed transaction on January 29, 2026, members of Gentherm and Modine management, as well as representatives of Barclays, Latham, Honigman, BofA Securities, Gibson Dunn and other advisors to the parties, engaged in discussions and negotiations regarding the proposed transaction, including in respect of the mutual due diligence process, transaction documentation and key issues with respect thereto, and process and timing to signing and announcing the proposed transaction.

On December 19, 2025, representatives of Gibson Dunn, on behalf of Modine, shared an initial draft of the Separation Agreement with Latham and Honigman, on behalf of Gentherm. The initial draft of the Separation Agreement included, among other things, a net working capital adjustment calculated as the amount by which current SpinCo assets less current SpinCo liabilities exceeds or is less than a target working capital amount, subject to a collar.

On December 27, 2025, representatives of Latham, on behalf of Gentherm, shared an initial draft of the Merger Agreement with Gibson Dunn, on behalf of Modine. The initial draft of the Merger Agreement included, among other things, (i) a termination fee equal to 3% of Gentherm’s equity value payable by Gentherm to Modine in connection with certain termination events, (ii) Gentherm’s ability to terminate the Merger Agreement in order to accept a superior proposal and (iii) a restriction on Modine’s ability to compete with the Performance Technologies Business for a to-be-determined period.

On January 7, 2026, representatives of Gibson Dunn, on behalf of Modine, provided a revised draft of the Merger Agreement to Latham and Honigman, on behalf of Gentherm. The revised draft, among other things, (i) included Modine’s ability to select, after good faith consultation with Gentherm, a to-be-determined number of members of the post-closing board of directors of the combined company, (ii) included a termination fee equal to 5% of Gentherm’s equity value payable by Gentherm to Modine in connection with certain termination events, (iii) included a “force the vote” provision requiring Gentherm to convene a meeting of its shareholders to vote on the Share Issuance Proposal and Charter Amendment Proposal regardless of a change in the Gentherm Board’s recommendation, (iv) required that Gentherm reimburse Modine for certain expenses if the Merger Agreement is terminated because the Gentherm shareholders do not approve the Share Issuance Proposal and the Charter Amendment Proposal and (v) included a two-year restriction on Modine’s ability to compete with the Performance Technologies Business.

 

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On January 8, 2026, the Modine Strategic Committee met with Modine management and representatives of BofA Securities and Gibson Dunn to receive an update on the transaction, including the mutual due diligence process, key milestones for the transaction workstreams and analyses. The Modine Strategic Committee also discussed the key draft Transaction Documents and key terms thereof.

On January 8, 2026, representatives of Latham, on behalf of Gentherm, provided a revised draft of the Separation Agreement to Gibson Dunn, on behalf of Modine. The revised draft, among other things, (i) modified the standards by which assets and liabilities relating to the Performance Technologies Business would be allocated between SpinCo and Modine and (ii) revised the SpinCo net working capital adjustment to, among other things, provide that if an adjustment payment was required, the payment amount would be determined without reference to the collar.

On January 13, 2026, representatives of Latham, on behalf of Gentherm, provided a revised draft of the Merger Agreement to Gibson Dunn, on behalf of Modine. The revised draft, among other things, (i) accepted the provision allowing Modine to select, after good faith consultation with Gentherm, a to-be-determined number of members of the post-closing board of directors of the combined company, (ii) included a termination fee equal to 3.25% of Gentherm’s equity value payable by Gentherm to Modine in connection with certain termination events, (iii) accepted the “force the vote” provision requiring Gentherm to convene a meeting of its shareholders to vote on the Share Issuance Proposal and Charter Amendment Proposal regardless of a change in the Gentherm Board’s recommendation, (iv) removed the requirement that Gentherm reimburse Modine for certain expenses if the Merger Agreement is terminated because the Gentherm shareholders do not approve the Share Issuance Proposal and the Charter Amendment Proposal and (v) included a five-year restriction on Modine’s ability to compete with the Performance Technologies Business.

On January 14, 2026, the Gentherm Board held a special meeting, with Messrs. Douyard and Kauffman and Ms. Runyon of Gentherm management, as well as representatives of Barclays, representatives of Honigman, representatives of Latham and other advisors in attendance. At the meeting, the Gentherm Board received updates on key diligence focus areas, including Gentherm’s review of the financial forecasts provided by Modine management with respect to the Performance Technologies Business, summarized under section “The Transactions – Certain Financial Forecasts”, and potential adjustments thereto under consideration by Gentherm management. Representatives of Barclays reviewed certain financial aspects of the proposed transaction, including the illustrative pro forma enterprise value, valuation multiples and net leverage of the combined company, as well as a timeline of key activities in connection with the signing and announcement and process considerations for signing primary Transaction Documents. Barclays then discussed certain transaction structure matters and key commercial terms for the proposed transaction. Barclays also provided a preliminary overview of certain financial and valuation analyses that would be considered by Barclays in connection with its fairness opinion. Barclays also provided the Gentherm Board with an update regarding the preparation of the commitment letter for the proposed Bridge Financing, including a summary of the key terms thereof. Representatives of Latham provided an overview of the current drafts of the primary Transaction Documents, including a review of the key terms and business and legal issues addressed therein. Gentherm management also reviewed the post-closing operating model and organizational design.

On January 15, 2026, representatives of Gibson Dunn, on behalf of Modine, provided a revised draft of the Separation Agreement to Latham and Honigman, on behalf of Gentherm. The revised draft, among other things, (i) further modified the allocation standards by which assets and liabilities relating to the Performance Technologies Business would be allocated between SpinCo and Modine, (ii) provided for cost-sharing of certain expenses by Gentherm and Modine, and (iii) revised the SpinCo net working capital adjustment to, among other things, provide that if an adjustment payment is required, the payment amount would be determined with reference to the collar.

On January 16, 2026, representatives of Gibson Dunn provided a revised draft of the Merger Agreement to Latham and Honigman, on behalf of Gentherm. The revised draft, among other things, (i) included Modine’s

 

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ability to select, after good faith consultation with Gentherm, three members of the post-closing board of directors of the combined company as well as an increase in the size of the Gentherm Board to twelve members, (ii) included a termination fee equal to 4.5% of Gentherm’s equity value payable by Gentherm to Modine in connection with certain termination events, (iii) required that Gentherm reimburse Modine for certain expenses if the Merger Agreement is terminated because the Gentherm shareholders do not approve the Share Issuance Proposal and the Charter Amendment Proposal, (iv) revised the actions to be taken to economically offset the dilution of the ownership interests of Gentherm shareholders that would result from an Exchange Ratio adjustment to decrease the amount by which the SpinCo Cash Distribution would be reduced and increase the amount of the Gentherm Special Dividend and (v) included a two-year restriction on Modine’s ability to compete with the Performance Technologies Business.

On January 22, 2026, the Gentherm Board held a special meeting with Messrs. Douyard and Kauffman and Ms. Runyon of Gentherm management, and representatives of each of Barclays, Honigman and Latham to discuss updates regarding the potential transaction. At the meeting, the Gentherm Board received updates on action items to be completed prior to signing the Merger Agreement and Separation Agreement and announcing the transaction, including the progress of Barclays’ financial valuation analyses and the status of the commitment letter for the Bridge Financing of up to $290 million. Representatives of Gentherm management and Latham provided updates on remaining key diligence items as well as negotiations of the various Transaction Documents, including an overview of the key open issues that remained under discussion. Gentherm management discussed with the Gentherm Board the logistics and strategy of the transaction announcement process and the guiding principles and key themes to be communicated in the messaging.

Also on January 22, 2026, the Modine Board held a special meeting with Modine management and representatives of BofA Securities, Gibson Dunn and Godfrey & Kahn S.C. (“Godfrey”) to discuss the proposed transaction. The Modine Board discussed with their legal advisors Godfrey and Gibson Dunn, the directors’ fiduciary duties in connection with the evaluation of the proposed transaction. Representatives of Gibson Dunn reviewed with the Modine Board the key terms and conditions of the Merger Agreement, the Separation Agreement and the ancillary agreements, and the Transactions contemplated thereby and discussed the proposed positions of each party with respect to the open issues. The Modine Board also reviewed and discussed with representatives of BofA Securities the financial terms and analyses of the transaction and strategic rationale for the transaction. Following discussion, all of the directors confirmed that upon finalization of the applicable definitive Transaction Documents, they would be prepared to approve the Transactions.

On January 24, 2026, representatives of Latham, on behalf of Gentherm, provided revised drafts of the Merger Agreement and Separation Agreement to Gibson Dunn, on behalf of Modine. Between January 24, 2026 and January 28, 2026, Gibson Dunn and Latham exchanged several incremental drafts of the Separation Agreement, the Merger Agreement and the other Transaction Documents. Specifically, among other finalizing revisions, the parties agreed, with respect to the Merger Agreement, (i) the actions to be taken to economically offset the dilution of the ownership interests of Gentherm shareholders that would result from an Exchange Ratio adjustment, including caps on the amount of the SpinCo Cash Distribution reduction and the amount of the Gentherm Special Dividend, (ii) Modine’s ability to select two members of the eleven-member post-closing board of directors of the combined company after good faith consultation with Gentherm, (iii) the four-year term of Modine’s non-compete covenant, (iv) the termination fee of $45 million (equal to approximately 3.75% of Gentherm’s equity value) payable by Gentherm to Modine in connection with certain termination events and (v) Gentherm is not required to reimburse Modine for certain expenses if the Merger Agreement is terminated because the Gentherm Shareholder Approval is not obtained. The parties also agreed, with respect to the Separation Agreement, (i) the allocation standards by which assets and liabilities relating to the Performance Technologies Business would be allocated between SpinCo and Modine, (ii) cost-sharing arrangements between Gentherm and Modine and (iii) that if a SpinCo net working capital adjustment payment was required, the payment amount would be determined without reference to a collar.

 

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On January 28, 2026, the Gentherm Board held a special meeting with Messrs. Douyard and Kauffman and Ms. Runyon of Gentherm management, representatives of Barclays, representatives of Honigman and representatives of Latham in attendance. At the meeting, Mr. Kauffman reviewed the final due diligence updates and confirmed that due diligence had been completed and substantially all of the items open for review prior to signing the Merger Agreement and Separation Agreement had been finalized between Gentherm and Modine. Representatives of Latham discussed updates regarding the Transaction Documents, noting that the primary Transaction Documents were in substantially final form, and the definitive financing commitment papers for the Bridge Financing had been finalized with Barclays. Latham reviewed the material terms that had been finalized in the primary Transaction Documents since the January 22, 2026 Gentherm Board meeting and provided an update on the terms that the parties continued to negotiate, including (i) the target amount of net working capital and (ii) the allocation of certain costs and expenses. The Gentherm Board discussed the resolution of such outstanding matters with Latham and Gentherm management, and the Gentherm Board concurred with the range of alternatives proposed by Latham and Gentherm management for finalizing the outstanding matters. Representatives of Barclays reviewed its financial valuation analyses with respect to the proposed transaction, including immaterial changes made to the analysis to reflect updates to the Financial Projections since the January 14 Gentherm Board meeting. Barclays then rendered to the Gentherm Board its oral opinion (subsequently confirmed by delivery of its written opinion dated January 29, 2026) that the Exchange Ratio in the Merger was fair, from a financial point of view, to Gentherm shareholders. Following discussion, each of the directors confirmed that upon finalization of the applicable definitive Transaction Documents, the Gentherm Board would be prepared to approve the Transactions.

The definitive Transaction Documents were finalized in negotiations among Gentherm, Modine and their respective advisors during the night of January 28, 2026 and the morning of January 29, 2026.

On January 29, 2026, the Gentherm Board, acting by unanimous written consent in lieu of a special meeting, determined that the Merger Agreement, the Separation Agreement, the other Transaction Documents and the consummation of the transactions contemplated thereby, including the Reorganization, the Distribution and the Merger, were advisable, fair to, and in the best interest of Gentherm and its shareholders, and the Gentherm Board approved the applicable Transaction Documents and the transactions contemplated thereby.

Also on January 29, 2026, the Modine Board, acting by unanimous written consent in lieu of a special meeting, determined that the Merger Agreement, the Separation Agreement, the other Transaction Documents and the consummation of the transactions contemplated thereby, including the Reorganization, the Distribution and the Merger, were advisable, fair to, and in the best interest of Modine and its shareholders, and the Modine Board approved the applicable Transaction Documents and the transactions contemplated thereby.

During the morning of January 29, 2026, the parties executed the Merger Agreement and the Separation Agreement. Before the opening of trading on the Nasdaq Stock Market on January 29, 2026, Gentherm and Modine issued a joint press release announcing the Transactions and held a joint conference call to discuss the Transactions.

Gentherm’s Reasons for the Merger; Recommendation of Gentherm’s Board of Directors

After careful consideration of various potentially positive and negative factors, including those listed below, the Gentherm Board determined that, in the aggregate, the potential benefits of the Transactions outweighed the risks and uncertainties of the Transactions, and the Gentherm Board unanimously (a) determined that the terms of the Merger Agreement and the Transaction Documents and the Transactions contemplated thereby, including the Merger, the Gentherm Share Issuance and the Charter Amendment, are fair to and in the best interests of Gentherm and its shareholders, (b) approved and declared advisable the execution, delivery and performance of the Merger Agreement and the Transaction Documents and the consummation of the Transactions contemplated thereby, including the Merger, the Gentherm Share Issuance and the Charter Amendment, on the terms and subject to the conditions set forth therein, (c) resolved to recommend that the Gentherm shareholders approve the

 

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Gentherm Share Issuance and the Charter Amendment, and (d) directed that the Gentherm Share Issuance and the Charter Amendment be submitted to a vote at a meeting of Gentherm shareholders.

Among other things, the various factors considered by the Gentherm Board in consultation with Gentherm’s senior management and Gentherm’s financial and legal advisors, included the following:

 

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the Gentherm Board’s belief that the Transactions will accelerate Gentherm’s strategic path by building scale in thermal management solutions and expanding its technologies and capabilities in precision flow management;

 

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the expectation that the Transactions will create strong commercial opportunities across premium customer bases allowing Gentherm to be a leader in thermal management solutions and precision flow management in end-markets outside of the automotive light vehicle end-market, such as heavy-duty vehicles, commercial vehicles, power generation, home and office and medical;

 

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the expectation that, with each of Gentherm’s and the Performance Technologies Business’s expertise in thermal management, the combined company will utilize the core capabilities of each to innovate product offerings for end-markets;

 

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the expectation that the Transactions will establish a stronger foundation for continued growth due to the complementary nature of the engineering capabilities of the two businesses and the expectation that Gentherm will benefit from the scale of the combined company and the increased diversity of its product portfolio and the end-markets in which it operates;

 

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the expectation that the Transactions will generate approximately $25.0 million of annual run rate synergies for the combined company through cost optimization and operational efficiencies as well as significant value creation through efficiencies in indirect purchasing and logistics and incremental commercial opportunities through product cross-selling, product integration and entry into global markets in which legacy Gentherm has not previously operated, which, among other contributing factors, is expected to provide improved profitability;

 

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the expectation that the combination with the Performance Technologies Business will generate a compelling financial portfolio for Gentherm, including strong cash flow generation and modest financial leverage;

 

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the complementary nature of the cultures of the two businesses, including a shared focus on operational excellence, and Gentherm’s belief that the complementary cultures will facilitate the successful integration of the Performance Technologies Business and implementation of the Transactions;

 

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the fact that the Reverse Morris Trust transaction structure is an effective and economical choice for the Transactions because, among other things, it facilitated the negotiation of the Transactions to Gentherm’s benefit due to its ability to provide Modine shareholders a tax-efficient method to combine Gentherm and the Performance Technologies Business while limiting the combined company’s total leverage (as compared to an all-cash transaction) by allowing Gentherm to pay a substantial portion of the consideration for the Transactions in the form of shares of Gentherm Common Stock;

 

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the financial analysis presented by Barclays to the Gentherm Board and oral opinion of Barclays rendered to the Gentherm Board on January 28, 2026 (which was confirmed in writing by delivery of Barclays’ written opinion addressed to the Gentherm Board dated January 29, 2026), that, as of the date of such opinion and based upon and subject to the factors and assumptions set forth in such opinion, the Exchange Ratio was fair from a financial point of view to Gentherm, as more fully described in the section entitled “-Opinion of Barclays”;

 

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the presentation of the Financial Projections and Gentherm’s due diligence review and analysis of the Financial Projections;

 

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the facts that, following the Closing, the Gentherm Board will be composed of all of the current directors of Gentherm and that Modine has the right to select two additional directors after good faith consultation with Gentherm, which consultation will help Modine to select additional directors who are

 

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aligned with Gentherm’s culture, have qualifications relevant to the functions of the Performance Technologies Business and enhance the Gentherm Board composition and succession planning;

 

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the fact that, following the Closing, Gentherm’s management team is expected to continue to be led by Gentherm’s current Chief Executive Officer and Chief Financial Officer and that the current President of the Performance Technologies Business will continue in his role as such for the Performance Technologies Business, which is expected to operate as a division of Gentherm after the Closing;

 

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the fact that the Transactions will not trigger any severance benefits under the Gentherm Equity Incentive Plan or any Gentherm management contract;

 

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the indemnities being provided by Modine to the combined company under the Separation Agreement and other Transaction Documents;

 

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the fact that the terms and conditions of the Merger Agreement, the Separation Agreement and the other Transaction Documents, and the aggregate consideration to be paid by Gentherm pursuant to the Merger Agreement were the result of arm’s-length negotiations between representatives of Gentherm and Modine; and

 

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the ability of the Gentherm Board, in certain limited circumstances, to withdraw or modify its recommendation that Gentherm shareholders approve the Gentherm Share Issuance and the Charter Amendment.

The Gentherm Board also considered certain countervailing factors in its deliberations concerning the Merger and the other Transactions, including:

 

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the fact that pursuing the Transactions could make it more difficult or effectively foreclose the opportunity in the near term to pursue other growth strategies or acquisitions;

 

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the dilution of the ownership interests of Gentherm’s current shareholders that will result from the issuance of Gentherm Common Stock in the Merger;

 

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the possibility that, in order to assure the tax-free nature of the Transactions, Gentherm may be required, pursuant to the Merger Agreement, to issue additional shares of Gentherm Common Stock to Modine shareholders as a result of changes in the ownership of Modine Common Stock and Gentherm Common Stock by shareholders who own both Modine Common Stock and Gentherm Common Stock between the execution of the Merger Agreement and the Closing;

 

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the risk that, notwithstanding the receipt of the IRS Ruling, the Gentherm Merger Tax Opinion, the Modine Merger Tax Opinion and the Modine Distribution Tax Opinion, the Transactions may not achieve their intended tax treatment, and Gentherm may in certain circumstances be required to indemnify Modine for liabilities associated with the failure to achieve such tax treatment;

 

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the restrictions imposed on Gentherm’s ability to take certain corporate actions under applicable U.S. federal income tax laws and the terms of the Tax Matters Agreement in order to preserve the tax treatment of the Transactions, which could reduce Gentherm’s ability to engage in certain future business transactions that may be advantageous;

 

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the challenges and difficulties, foreseen and unforeseen, relating to the separation of the Performance Technologies Business from the other businesses of Modine and the integration of the Performance Technologies Business with Gentherm’s operations, given the size of the Performance Technologies Business relative to Gentherm and its operations;

 

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the risk that Gentherm may be unable to obtain the requisite affirmative vote of Gentherm shareholders to approve the Gentherm Share Issuance and the Charter Amendment;

 

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the possibility that the increased revenues, earnings, growth rates, and synergies expected to result from the Transactions may fail to materialize or may not be realized within the expected time frame, or

 

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that liabilities and expenses associated with the Performance Technologies Business or the integration of the Performance Technologies Business with Gentherm’s operations may prove greater than anticipated;

 

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the one-time costs expected to be incurred in connection with the Transactions and the integration of the Performance Technologies Business with Gentherm’s operations, and the costs that Gentherm management believes are necessary to realize the anticipated synergies from the Transactions and the integration of the Performance Technologies Business with Gentherm’s operations;

 

•

the fact that projections of future results of operations of the combined company are necessarily estimates based on assumptions, and the risk that the combined company might not achieve those financial projections;

 

•

the current state of the U.S. and global economies, including geopolitical risks and risks related to additional tariffs or trade restrictions and the current and potential impact of these conditions in both the near term and long term on Gentherm’s industry;

 

•

the risk that the Transactions and the integration process may divert management attention and resources away from other strategic opportunities and from operational matters;

 

•

the fact that the Transactions will result in a substantial increase in Gentherm’s level of indebtedness;

 

•

the fact that certain provisions of the Merger Agreement may dissuade third parties from seeking to acquire Gentherm or may otherwise increase the cost of any potential acquisition;

 

•

the fact that, pursuant to the Merger Agreement, Gentherm may be required to pay Modine a termination fee of $45.0 million if the Merger Agreement is terminated under certain limited circumstances;

 

•

the fact that Gentherm will be required to reimburse Modine for all or a portion of its financing-related expenses unless the Merger Agreement is terminated under certain limited circumstances;

 

•

the risks inherent in requesting regulatory approval from multiple government agencies in multiple jurisdictions, as described in the section entitled “Regulatory Approvals,” that governmental authorities could attempt to condition their approval of the Transactions on compliance with certain burdensome conditions, or that regulatory approvals may be delayed;

 

•

the inability of Gentherm to influence the operations of the Performance Technologies Business during the time period prior to the Closing;

 

•

the potential impact of the restrictions under the Merger Agreement on Gentherm’s ability to take certain actions during the period between the execution of the Merger Agreement and the Closing, as described in the section entitled “The Merger Agreement-Conduct of Business Pending the Merger;”

 

•

the possibility that the public announcement of the Transactions could have an adverse effect on Gentherm, including on Gentherm’s customers and operations and Gentherm’s ability to attract and retain key management and personnel during the period prior to the consummation of the Transactions;

 

•

the fact that, for a limited period of time following the effectiveness of the Separation, the combined company will be dependent on the provision of certain transition services by Modine and will be required to provide certain transition services to Modine;

 

•

the fact that, in order to preserve the tax-free nature of the Distribution and related transactions (including certain transactions undertaken as part of the Reorganization), Gentherm will be required to abide by certain restrictions for a period of time that could limit its ability to engage in certain future business transactions that might be advantageous;

 

•

the indemnities being provided by the combined company to Modine under the Separation Agreement and the other Transaction Documents;

 

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•

the combined company’s assumption from Modine of certain liabilities relating to the Performance Technologies Business, as described in the sections entitled “Separation and Distribution Agreement;”

 

•

the potential downward pressure on the share price of Gentherm Common Stock that may result after the completion of the Transactions if the combined company’s shareholders seek to sell their shares of Gentherm Common Stock and the possibility of associated shareholder litigation;

 

•

the fact that Gentherm’s executive officers may have certain interests in or receive certain benefits from the Transactions that are different from, or in addition to, those of Gentherm shareholders, as described in the section entitled “The Transactions-Interests of Directors and Executive Officers in the Merger;”

 

•

the risk that the Transactions may not be consummated in a timely manner or at all, including for reasons outside the control of Gentherm or Modine, and the potential adverse consequences, including substantial costs that would be incurred, potential market reaction, and potential damage to Gentherm’s reputation, if the Transactions are not consummated or the Closing does not occur; and

 

•

other risks of the type and nature described in the section entitled “Risk Factors” and the matters described in the section entitled “Cautionary Statement Concerning Forward-Looking Statements.”

The foregoing discussion of the information and factors considered by the Gentherm Board is not exhaustive, but includes the material factors considered by the Gentherm Board, including factors that support the Transactions as well as those that weigh against them. In view of the wide variety of factors considered by the Gentherm Board in connection with its evaluation of the Transactions and the complexity of these matters, the Gentherm Board did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. Rather, the Gentherm Board based its recommendation on the totality of the information presented to and considered by it. The Gentherm Board evaluated the factors described above with the assistance of Gentherm management and its legal and financial advisors. In considering the factors described above, individual members of the Gentherm Board may have viewed factors differently or given different weights to other or different factors.

In considering the recommendation of the Gentherm Board, you should be aware that certain of Gentherm’s directors and executive officers may have interests in the Transactions that may be different from, or in addition to, the interests of Gentherm shareholders generally. The Gentherm Board was aware of these interests and considered them when evaluating, negotiating and approving the Transaction, and in recommending to Gentherm shareholders that they vote in favor of the Gentherm Share Issuance Proposal and the Charter Amendment Proposal. See the section entitled “-Interests of Directors and Executive Officers in the Merger.”

This explanation of the factors considered by the Gentherm Board utilizes forward-looking information and, therefore, should be read in light of the factors discussed in the sections entitled “Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors.”

Modine’s Reasons for the Merger; Recommendation of Modine’s Board

In deciding to approve the Transactions, the Modine Board, in consultation with Modine’s senior management and Modine’s financial and legal advisors, considered a wide variety of factors, including:

 

•

Modine expectations that the Transactions will:

•

accelerate Modine’s transformation into a pure-play climate solutions company focused on high-growth, high-margin end markets;

 

•

enable Modine to further refine its product portfolio by redeploying resources toward high-return initiatives in data center cooling, commercial HVAC and refrigeration technologies;

 

•

significantly enhance Modine’s growth profile by enabling Modine to prioritize compelling organic and inorganic expansion opportunities;

 

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•

permit Modine to reduce debt and enhance Modine’s financial flexibility to invest in strategic markets and core product platforms;

 

•

give Modine shareholders the opportunity to benefit from their ownership of (1) 100% of Modine’s high-performing, pure-play climate solutions business and (2) 40%, subject to adjustment, of the combined company (without taking into account any overlapping shareholder ownership), which is expected to benefit from synergies and to be a leading provider of thermal management solutions and precision flow management across multiple attractive end markets;

 

•

result in a tax-efficient disposition of the Performance Technologies Business for Modine and Modine’s shareholders; and

 

•

enable Modine to select, after good-faith negotiation with Gentherm, two individuals to join the Gentherm Board as of the Effective Time whom the Modine Board believes will make meaningful contributions to long-term value creation at the combined company;

 

•

the strategic alternatives available to Modine with respect to the Performance Technologies Business and the potential risks and benefits of such alternatives; and

 

•

the other terms and conditions of the Merger Agreement, the Separation Agreement and the other Transaction Documents, which are summarized in this proxy statement/prospectus.

The Modine Board also considered a variety of risks and potentially negative factors in its evaluation of the Transactions, including:

 

•

the possibility that the Transactions may not be completed on the terms or timeline currently contemplated by Modine and Gentherm, or at all, including for reasons outside of the control of Modine or Gentherm;

 

•

the risk that the completion of the Transactions or the failure to complete the Transactions could negatively affect Modine’s stock price and future business and financial results;

 

•

the risk that the value of the Gentherm Common Stock received by the Modine shareholders in the Merger (which will represent a fixed percentage of the outstanding shares of Gentherm Common Stock, subject to adjustment as set forth in the Merger Agreement) could fluctuate significantly based on a number of factors, including factors outside of the control of Modine and/or Gentherm or that are unrelated to the performance of the Performance Technologies Business;

 

•

the risk that the Performance Technologies Business may be unable to retain or recruit employees or maintain or renew relationships with existing customers, suppliers and other third parties;

 

•

the risks and significant one-time costs relating to the Transactions, including the time and resources required to effect the Separation and the potential diversion of the attention of Modine’s management from operational matters and other strategic opportunities;

 

•

the risk of not realizing the anticipated benefits of the Transactions;

 

•

the risk that the Distribution together with certain related transactions might not qualify as generally tax-free under Sections 355 and 368(a) of the Code or that the Merger might not qualify as a generally tax-free “reorganization” under Section 368(a) of the Code;

 

•

the provisions of the Merger Agreement that restrict Modine’s ability to solicit or participate in discussions or negotiations regarding certain alternative acquisition proposals for the Performance Technologies Business during the pendency of the Transactions;

 

•

the fact that, to preserve the tax-free nature of the Distribution and related transactions, Modine is subject to certain restrictions that could limit its ability to undertake certain future transactions; and

 

•

the risks of the type and nature described under the section of this proxy statement/prospectus entitled “Risk Factors.”

 

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The discussion of the information and factors considered by the Modine Board is not exhaustive. In view of the wide variety and complexity of the factors that the Modine Board considered, the Modine Board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. Instead, the Modine Board based its decision to approve the Merger Agreement, the Separation Agreement, the other Transaction Documents and the Transactions on the totality of the information presented to and considered by it.

The discussion of the Modine Board’s reasons for the Transactions and the information and factors considered by the Modine Board is forward looking in nature and should be read in light of the factors discussed in the sections of this proxy statement/prospectus entitled “Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors.”

Certain Financial Forecasts

As a matter of course, neither Gentherm nor Modine generally makes public any long-term projections as to the future performance, earnings or other results, of Gentherm or Modine (or the Performance Technologies Business), respectively, other than quarterly and annual guidance that may be provided to investors, including at an investor day, and, from time to time, longer-term financial targets, as applicable, given the inherent unpredictability of the underlying assumptions and estimates for extended periods.

However, in connection with Gentherm’s consideration of the potential combination of Gentherm and the Performance Technologies Business, Gentherm management prepared and provided to the Gentherm Board in December 2025 certain non-public financial projections related to Gentherm, as a standalone business, for the fiscal years ending December 31, 2026 through 2030 (the “Gentherm Management Financial Projections”). Gentherm also provided the Gentherm Management Financial Projections to Modine in connection with Modine’s due diligence review of Gentherm. In addition, in connection with Gentherm’s due diligence review of the Performance Technologies Business, Modine management provided to Gentherm certain non-public financial projections related to the Performance Technologies Business for fiscal years ending March 31, 2026 through 2030 (such financial projections, the “Modine Management SpinCo Financial Projections”). Gentherm management made certain adjustments to the Modine Management SpinCo Financial Projections based on Gentherm management’s judgment and experience in the industry, its evaluation of the Performance Technologies Business in due diligence and its discussions with Modine management (including the management of the Performance Technologies Business). Gentherm management provided these adjusted financial projections for the Performance Technologies Business to the Gentherm Board in January 2026 (such adjusted projections with respect to the Performance Technologies Business, the “Gentherm Management Adjusted SpinCo Financial Projections”). Gentherm management also provided to the Gentherm Board in January 2026 certain estimates of synergies with respect to the combined company estimated by Gentherm management to result from the Transactions, beginning in Gentherm’s fiscal year ending December 31, 2027 (the “Gentherm Management Estimated Synergies”). On January 14 and 28, 2026, the Gentherm Board reviewed and considered the Gentherm Management Financial Projections, the Gentherm Management Adjusted SpinCo Financial Projections and the Gentherm Management Estimated Synergies in connection with the financial analyses and opinion described under “Opinion of Barclays.” The Gentherm Management Financial Projections, the Gentherm Management Adjusted SpinCo Financial Projections and the Gentherm Management Estimated Synergies are referred to herein as, the “Gentherm Projections” (and together with the Modine Management SpinCo Financial Projections, the “Financial Projections”).

The Financial Projections were not prepared with a view toward public disclosure and the summary thereof is included in this proxy statement/prospectus solely to give Gentherm shareholders access to certain information that was made available to the Gentherm Board in connection with the Gentherm Board’s consideration of the Transactions and to Gentherm’s financial advisor. The summary is not included in this proxy statement/prospectus to influence any Gentherm shareholders to make any investment or voting decision with respect to the Transactions or for any other purpose. In particular, the Financial Projections should not be viewed as public

 

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guidance. By including the Financial Projections in this proxy statement/prospectus, none of Gentherm, Modine, the Performance Technologies Business nor any of their respective affiliates, advisors, officers, directors or representatives has made or makes any representation to any security holder regarding the information included in the Financial Projections or the ultimate performance of Gentherm, SpinCo or any of their respective affiliates or the combined company compared to the information contained in the Financial Projections. Neither Modine nor Gentherm has made any representation in the Merger Agreement, the other Transaction Documents or otherwise, concerning the Financial Projections. The Financial Projections were prepared by, or at the direction of, Gentherm management (as they relate to the Gentherm Projections) and Modine management (as they relate to the Modine Management SpinCo Financial Projections) and were not prepared with a view toward compliance

with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information.

Certain of the financial information contained in the Financial Projections are considered non-GAAP financial measures. Gentherm management and Modine management provided this information because Gentherm and Modine management believed it could be useful in evaluating the businesses that are the subject of such financial information. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by each of Gentherm and Modine may not be comparable to similarly titled amounts used by other companies. Financial measures provided to any financial advisor in this context were not prepared with a view toward public disclosure and are excluded from the definition of non-GAAP financial measures under applicable SEC rules and regulations. As a result, such Financial Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure.

The unaudited forward-looking financial information included in this proxy statement/prospectus has been prepared by, and is the responsibility of, Gentherm management and Modine management, as applicable.

Ernst & Young LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the unaudited forward-looking financial information contained in this proxy statement/prospectus and, accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto. The report of Ernst & Young LLP incorporated by reference in this proxy statement/prospectus relates to Gentherm’s previously issued financial statements. It does not extend to the unaudited forward-looking financial information and should not be read to do so.

KPMG LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the unaudited forward-looking financial information contained in this proxy statement/prospectus and, accordingly, KPMG LLP does not express an opinion or any other form of assurance with respect thereto. The report of KPMG LLP included in this proxy statement/prospectus relates to the Performance Technologies Business’s audited financial statements for the years ended March 31, 2026, 2025 and 2024. The report does not extend to the unaudited forward-looking financial information and should not be read to do so.

The Financial Projections are forward-looking statements that involve inherent risks and uncertainties. Further, the Financial Projections cover multiple years in the future and such information by its nature becomes less predictive with each successive quarter and year. The Financial Projections included in this proxy statement/prospectus should not be relied on as necessarily predictive of actual future events nor construed as financial guidance. Gentherm shareholders are urged to read the section of this proxy statement/prospectus entitled “Cautionary Statement Concerning Forward-Looking Statements” for additional information regarding the risks inherent in forward-looking information such as the Financial Projections. Gentherm shareholders also should review the factors described in the section of this proxy statement/prospectus entitled “Risk Factors” and those risk factors incorporated in this proxy statement/prospectus by reference from Item 1A of Gentherm’s annual report on Form 10-K for the fiscal year ended December 31, 2025, from Item 1A of Gentherm’s quarterly report on Form 10-Q for the quarter ended March 31, 2025, from Item 1A of Modine’s annual report on Form 10-K for

 

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the fiscal year ended March 31, 2025 and from Item 1A of Modine’s quarterly report on Form 10-Q for the quarter ended December 31, 2025 and subsequent filings with the SEC. The Financial Projections also reflect numerous variables, expectations and assumptions available at the time they were prepared as to certain business decisions that are subject to change and such Financial Projections do not reflect revised prospects for Gentherm’s business or the Performance Technologies Business or changes in general business or economic conditions or any other transactions, circumstances or events occurring after the date they were prepared, including the Transactions contemplated by the Merger Agreement and the Separation Agreement and the effect of any failure of the Merger or the other Transactions to occur. As a result, actual results may differ materially from those contained in the Financial Projections. Accordingly, there can be no assurance that the Financial Projections summarized below will be realized or that actual results will not materially vary from such projections. Further, the inclusion of the summaries of the Financial Projections in this proxy statement/prospectus does not constitute an admission or representation by Gentherm, SpinCo or any of their respective affiliates that this information is material. Gentherm shareholders are urged to review the description of the reported and anticipated results of operations and financial condition and capital resources, including Gentherm’s and the Performance Technologies Business’s historical financial statements, included elsewhere in this proxy statement/prospectus.

Gentherm and Modine do not intend to, and, except to the extent required by applicable law expressly disclaim any obligation to, update, revise or correct the Financial Projections to reflect circumstances existing or arising after the date such projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Financial Projections are shown to be in error or any of the Financial Projections otherwise would not be realized.

For the foregoing reasons, the inclusion of the Financial Projections in this proxy statement/prospectus should not be regarded as an indication that Gentherm, Modine, SpinCo or their respective affiliates or representatives considered or consider the Financial Projections to be necessarily predictive of actual future events, and the Financial Projections should not be relied upon as such. The Financial Projections should be evaluated in conjunction with the limitations described above and the historical financial statements and other information regarding Gentherm’s business and the Performance Technologies Business contained elsewhere in this proxy statement/prospectus. In light of the foregoing factors and the uncertainties inherent in financial projections, Gentherm shareholders are cautioned not to place undue reliance on the Financial Projections and urged to review Gentherm’s and the Performance Technologies Business’s historical financial statements, included elsewhere in this proxy statement/prospectus, for a description of their reported financial results.

Gentherm Management Financial Projections

The Gentherm Management Financial Projections were based upon numerous estimates, expectations, beliefs, opinions and assumptions with respect to Gentherm’s business, including its results of operations and financial condition, customer requirements and competition, and with respect to general business, economic, market, regulatory and financial conditions and other future events, all of which are difficult to predict and many of which are beyond Gentherm’s control and may not be realized. Gentherm management believes that the estimates and expectations, beliefs, opinions and assumptions used as a basis for the Gentherm Management Financial Projections were reasonable based on the information available to Gentherm management at the time prepared. However, the Gentherm Management Financial Projections are not a guarantee of actual future performance. The future financial results of Gentherm’s business may differ materially from those expressed in the Gentherm Management Financial Projections due to various factors, including factors that are beyond Gentherm’s ability to control or predict. In addition, the Gentherm Management Financial Projections (i) do not take into account any transactions, circumstances or events occurring after the date they were prepared, including the Transactions, costs and expenses incurred or to be incurred in connection with the Transactions, potential synergies expected to result from the Transactions or costs and expenses necessary to achieve anticipated synergies or the effect of any failure of the Merger or the other Transactions to occur; (ii) are not necessarily indicative of current market conditions or values or future performance, which may be significantly more or less

 

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favorable than as set forth in the Gentherm Management Financial Projections; and (iii) are not, and should not be regarded as, a representation that any of the results or expectations contained in, or forming a part of, the Gentherm Management Financial Projections will be achieved. Certain of the key assumptions made by Gentherm management in connection with the preparation of the Gentherm Management Financial Projections include (A) a compound annual growth rate on revenue of 7.6% for the fiscal years ending December 31, 2025 through 2030 (reflecting Gentherm’s long-term growth characteristics, expected revenue from previously awarded automotive programs, growth of climate and comfort products outside of light vehicle, and medical growth based on new product launches), (B) a tax rate of approximately 26% (based on Gentherm’s targeted long-term rate), (C) a projected 12% Adjusted EBITDA margin for 2026 (with an expectation to expand to approximately 17% in 2030, as a result of, among other things, improvement in overall cost structure as a result of facility consolidation in Europe, Mexico, and China; the impact of incremental volume leverage due to higher revenues; the launch of higher margin automotive programs in the pneumatics business; and improved mix driven by higher margin light vehicle program launches and increased revenue medical and climate and comfort products outside of light vehicle, which each have favorable margins compared to Gentherm’s average ), and (D) projected free cash flows of approximately 6% of sales in 2026, which reflects some improvement over prior years given an increased internal focus on cash flow and reducing capital expenditures, expanding to 10% of sales in 2030 driven by Adjusted EBITDA margin expansion. The Gentherm Management Financial Projections were prepared based on Gentherm management’s reasonable judgment and estimates and knowledge of the industries in which Gentherm operates. No further probability assessment was undertaken with respect to these projections.

The following table presents the material Gentherm Management Financial Projections for the fiscal years ending December 31, 2026 through 2030 and is subject to the important qualifications, limitations, and cautionary considerations described above.

 

		Fiscal Year ending December 31,
(USD in millions)		2026E				2027E				2028E				2029E				2030E
Revenue		$	1,566			$	1,750			$	1,873			$	2,031			$	2,142
Adjusted EBITDA (1)		$	192			$	245			$	278			$	325			$	356
Unlevered Free Cash Flow (2)		$	98			$	105			$	151			$	178			$	206

 

(1)	Adjusted EBITDA is a non-GAAP financial measure and was calculated as earnings before interest, taxes, depreciation and amortization with corporate costs deducted and stock-based compensation not deducted.

(2)	Unlevered free cash flow is a non-GAAP financial measure and was calculated as net operating profit after taxes, plus depreciation and amortization, minus capital expenditures and changes in net working capital and restructuring costs.

Modine Management SpinCo Financial Projections

The Modine Management SpinCo Financial Projections were based upon numerous estimates, expectations, beliefs, opinions and assumptions with respect to the Performance Technologies Business, including its results of operations and financial condition, customer requirements and competition, and with respect to general business, economic, market, regulatory and financial conditions and other future events, all of which are difficult to predict and many of which are beyond Modine’s control and may not be realized. Modine management believes that the estimates and expectations, beliefs, opinions and assumptions used as a basis for the Modine Management SpinCo Financial Projections were reasonable based on the information available to Modine management at the time prepared. However, the Modine Management SpinCo Financial Projections are not a guarantee of actual future performance. The future financial results of the Performance Technologies Business may differ materially from those expressed in the Modine Management SpinCo Financial Projections due to various factors, including factors that are beyond Modine’s ability to control or predict. In addition, the Modine Management SpinCo Financial Projections (i) do not take into account any transactions, circumstances or events occurring after the date they were prepared, including the Transactions, costs and expenses incurred or to be incurred in connection

 

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with the Transactions, potential synergies expected to result from the Transactions or costs and expenses necessary to achieve anticipated synergies or the effect of any failure of the Merger or the other Transactions to occur; (ii) are not necessarily indicative of current market conditions or values or future performance, which may be significantly more or less favorable than as set forth in the Modine Management SpinCo Financial Projections; and (iii) are not, and should not be regarded as, a representation that any of the results or expectations contained in, or forming a part of, the Modine Management SpinCo Financial Projections will be achieved. The Modine Management SpinCo Financial Projections were prepared on a pro forma basis to reflect the expected business organizational structure and go-forward operational alignment of the Performance Technologies Business, after giving effect to divestitures and products to be transferred to, and retained by, Modine in connection with the proposed Transactions. The material assumptions made by Modine’s management in connection with the preparation of the Modine Management SpinCo Financial Projections include assumptions regarding (1) product volumes and prices, which were informed by platform award timelines, booked business, customer guidance, customer inquiries, market intelligence and overall end-market trends across the On-Highway and Heavy-Duty Equipment operating segments; (2) gross margin expansion (from 18.2% in the fiscal year ending March 31, 2026 to 22.4% in the fiscal year ending March 31, 2030) due to operational efficiencies and cost saving initiatives, a more profitable product mix and the targeted attrition of low-margin programs, in each case, as a result of Modine’s 80/20 business model; (3) a 33% compound annual growth rate in the Power Generation business from the fiscal year ending March 31, 2026 through the fiscal year ending March 31, 2030, driven by differentiated technologies for use in data center applications; (4) operating expenses consistent with historical trends; (5) margin expansion of 477 basis points between the fiscal years ending March 31, 2026 and 2030, reflecting favorable operating leverage during that time; (6) the amount and timing of capital investment in the Performance Technologies Business increasing from $30 million in the fiscal year ending March 31, 2025 to $34 million in the fiscal year ending March 31, 2030; and (7) that there would not be any acquisitions or divestitures in the Performance Technologies Business during the period covered by the Modine Management SpinCo Financial Projections. The Modine Management SpinCo Financial Projections were prepared based on Modine management’s reasonable judgment and estimates and knowledge of the industries in which the Performance Technologies Business operates. No further probability assessment was undertaken with respect to these projections.

The following table presents the material Modine Management SpinCo Financial Projections for the fiscal years ending March 31, 2026 through 2030 and is subject to the important qualifications, limitations, and cautionary considerations described above.

 

		Fiscal Year ending March 31,
(USD in millions)		2026E				2027E				2028E				2029E				2030E
Revenue		$	1,119			$	1,195			$	1,323			$	1,394			$	1,482
Adjusted EBITDA (1)		$	145			$	173			$	214			$	235			$	263
Unlevered Free Cash Flow (2)		$	104			$	104			$	113			$	138			$	154

 

(1)	Adjusted EBITDA is a non-GAAP financial measure and was calculated as earnings before interest, taxes, depreciation and amortization and with corporate costs and stock-based compensation deducted.

(2)	Unlevered free cash flow is a non-GAAP financial measure and was calculated as net operating profit after taxes, plus depreciation and amortization, minus capital expenditures and changes in net working capital.

Gentherm Management Adjusted SpinCo Financial Projections

Gentherm management was provided, in connection with its due diligence review of the Performance Technologies Business, the Modine Management SpinCo Financial Projections as described above. Gentherm management made certain adjustments to the Modine Management SpinCo Financial Projections for the Performance Technologies Business based on Gentherm management’s judgment and experience in the industry, its evaluation of the Performance Technologies Business in due diligence and its discussions with Modine management (including the management of the Performance Technologies Business). These adjustments resulted in lower projected revenue in years 2027 through 2030 for both the On-Highway and Heavy-Duty Equipment segments and were driven by the removal of the expected results of certain programs that were included in the Modine Management SpinCo Financial Projections that Gentherm management viewed as high-risk, such as growth in electric commercial vehicle programs, as well as expected orders and increased penetration with

 

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specific customers, that was anticipated but not sufficiently verifiable in the view of Gentherm management. In total, these reductions lowered the compounded annual growth rate of the Performance Technologies Business from 2026 through 2030 to approximately 5.0%, down 240 basis points versus the Modine Management SpinCo Financial Projections, as a result of Gentherm management’s view of market growth as informed by the commercial due diligence provided by Gentherm’s advisors. Gentherm’s adjustments to projected Adjusted EBITDA and unlevered free cash flow were impacted by the lower revenue assumptions, as well as Gentherm management’s increase in the estimate of the incremental cost to operate the Performance Technologies Business independent of Modine’s corporate support from approximately $10 million per year to $12 million during the forecasted period.

The Gentherm Management Adjusted SpinCo Financial Projections were based upon numerous estimates, expectations, beliefs, opinions and assumptions with respect to the Performance Technologies Business, including its results of operations and financial condition, customer requirements and competition, and with respect to general business, economic, market, regulatory and financial conditions and other future events, all of which are difficult to predict and many of which are beyond Gentherm’s control and may not be realized. Gentherm management believes that the estimates and expectations, beliefs, opinions and assumptions used as a basis for the Gentherm Management Adjusted SpinCo Financial Projections were reasonable based on the information available to Gentherm management at the time prepared. However, the Gentherm Management Adjusted SpinCo Financial Projections are not a guarantee of actual future performance. The future financial results of the Performance Technologies Business may differ materially from those expressed in the Gentherm Management Adjusted SpinCo Financial Projections due to various factors, including factors that are beyond Gentherm’s ability to control or predict.

In addition, the Gentherm Management Adjusted SpinCo Financial Projections (i) do not take into account any transactions, circumstances or events occurring after the date they were prepared, including the Transactions, costs and expenses incurred or to be incurred in connection with the Transactions, potential synergies expected to result from the Transactions or costs and expenses necessary to achieve anticipated synergies or the effect of any failure of the Merger or the other Transactions to occur; (ii) are not necessarily indicative of current market conditions or values or future performance, which may be significantly more or less favorable than as set forth in the Gentherm Management Adjusted SpinCo Financial Projections; and (iii) are not, and should not be regarded as, a representation that any of the results or expectations contained in, or forming a part of, the Gentherm Management Adjusted SpinCo Financial Projections will be achieved. Certain of the key assumptions made by Gentherm management in connection with the preparation of the Gentherm Management Adjusted SpinCo Financial Projections include the adjustments described above, as well as (i) annual stock-based compensation of approximately $1 million through 2030 not deducted from Adjusted EBITDA and (ii) an assumed tax rate of 21%. The Gentherm Management Adjusted SpinCo Financial Projections were prepared based on Gentherm management’s reasonable judgment and estimates and knowledge of the industries in which SpinCo operates. No further probability assessment was undertaken with respect to these projections.

The following table presents the material Gentherm Management Adjusted SpinCo Financial Projections for the fiscal years ending March 31, 2026 through 2030 and is subject to the important qualifications, limitations, and cautionary considerations described above.

 

		Fiscal Year ending March 31,
(USD in millions)		2026E				2027E				2028E				2029E				2030E
Revenue		$	1,118			$	1,138			$	1,221			$	1,279			$	1,353
Adjusted EBITDA (1)		$	133			$	145			$	171			$	186			$	210
Unlevered Free Cash Flow (2)		$	85			$	92			$	94			$	110			$	124

 

(1)	Adjusted EBITDA is a non-GAAP financial measure and was calculated as earnings before interest, taxes, depreciation and amortization with corporate costs deducted and stock-based compensation not deducted.

 

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(2)	Unlevered free cash flow is a non-GAAP financial measure and was calculated as net operating profit after taxes, plus depreciation and amortization, minus capital expenditures, changes in net working capital and restructuring costs.

Gentherm Management Estimated Synergies

The Gentherm Management Estimated Synergies were prepared by Gentherm management. The Gentherm Management Estimated Synergies were derived in part from analysis of Gentherm and the Performance Technologies Business based on Gentherm management’s due diligence review. The Gentherm Management Estimated Synergies were based upon numerous estimates, expectations, beliefs, opinions and assumptions with respect to the post-Transaction combination of Gentherm and the Performance Technologies Business, including its cost and operating structure, results of operations and financial condition, customer requirements and competition, and with respect to general business, economic, market, regulatory and financial conditions and other future events, all of which are difficult to predict and many of which are beyond Gentherm’s control and may not be realized. Gentherm management believes that the estimates and expectations, beliefs, opinions and assumptions used as a basis for the Gentherm Management Estimated Synergies were reasonable based on the information available to Gentherm management at the time prepared. However, the Gentherm Management Estimated Synergies are not a guarantee of actual future performance or ability to achieve the estimated synergies. The future financial consequences to Gentherm of the consummation of the Transactions may differ materially from those expressed in the Gentherm Management Estimated Synergies due to various factors, including factors that are beyond Gentherm’s ability to control or predict. Important factors that may affect Gentherm’s actual ability to achieve these estimated synergies are further described under “Cautionary Statement Concerning Forward-Looking Statements.” Information regarding the uncertainties associated with realizing these estimated synergies is also described under “Risk Factors.”

The Gentherm Management Estimated Synergies (i) assume the completion of the Transactions not later than the end of 2026 and are not necessarily indicative of current market conditions or values or future performance, which may be significantly more or less favorable than as set forth in the Gentherm Management Estimated Synergies; and (ii) are not, and should not be regarded as, a representation that any of the results or expectations contained in, or forming a part of, the Gentherm Management Estimated Synergies will be achieved. The Gentherm Management Estimated Synergies anticipate (i) approximately $12.0 million in annualized cost synergies and $15.0 million of integration expenses for the fiscal year ended March 31, 2028; (ii) approximately $24.0 million in annualized cost synergies and $12.0 million of integration expenses for the fiscal year ended March 31, 2029; and (iii) run-rate synergies of approximately $24.0 million starting for the fiscal year ending March 31, 2030, in each case, subject to the important qualifications, limitations, and cautionary considerations described above. These estimated synergies are primarily based on material assumptions regarding the results of anticipated overhead and support structure optimization through efficiencies in headcount and footprint optimization, reduced logistics costs as a result of various optimizing actions and other indirect savings attributable to the larger size of the combined company, including consolidating overlapping vendors, negotiating better rates and aligning procurement policies across Gentherm and the Performance Technologies Business. These estimated cost synergies represent approximately 2% of the estimated net sales of the Performance Technologies Business for the fiscal year ended March 31, 2026.

Opinion of Barclays

Gentherm engaged Barclays to act as its financial advisor with respect to the Transactions, pursuant to an engagement letter dated December 1, 2025. At the meeting of the Gentherm Board on January 28, 2026, Barclays rendered its oral opinion, subsequently confirmed in a written opinion dated January 29, 2026, that as of such date, and based upon and subject to the various assumptions, procedures, matters, qualifications and limitations on the scope of the review undertaken by Barclays as set forth in the written opinion, the Exchange Ratio in the Merger was fair to Gentherm from a financial point of view.

 

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The full text of the written opinion of Barclays, dated as of January 29, 2026, which sets forth, among other things, the assumptions made, procedures followed, matters considered, qualifications and limitations on the scope of the review undertaken by Barclays in rendering its opinion, is attached to this proxy statement/prospectus as Annex C. You are encouraged to read the opinion carefully and in its entirety. The summary of the opinion of Barclays set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion.

Barclays’ opinion, the issuance of which was approved by Barclays’ Valuation and Fairness Opinion Committee, is addressed to the Gentherm Board and addresses only the fairness, from a financial point of view, to Gentherm of the Exchange Ratio in the Merger as of the date of the opinion. Barclays’ opinion did not address any other aspect of the Merger or related transactions, including the prices at which Gentherm Common Stock will trade following consummation of the Merger or any other matter. The terms of the Transactions were determined through arm’s-length negotiations between Gentherm and Modine and were approved by the Gentherm Board. Barclays did not recommend any specific form of consideration to Gentherm or that any specific form of consideration constituted the only appropriate consideration for the Transactions. Barclays was not requested to address, and its opinion does not in any manner address, Gentherm’s underlying business decision to proceed with or effect the Transactions, the likelihood of consummation of the Transactions or the relative merits of the Transactions as compared to any other transaction or business strategy in which Gentherm may engage. In addition, Barclays expressed no opinion on, and its opinion does not in any manner address, the fairness of the amount or the nature of any compensation to any officers, directors or employees of any parties to the Transactions, or any class of such persons, relative to the consideration paid in the Transactions or otherwise. The opinion was addressed to, and rendered for the benefit of, the Gentherm Board and was not intended to, and did not, constitute advice or a recommendation to any shareholder of Gentherm as to how such shareholder should vote with respect to the Transactions.

In arriving at its opinion, Barclays, among other things, reviewed and analyzed:

 

•

The Merger Agreement, the Separation Agreement and the specific terms of the Transactions and certain other related documents;

 

•

Publicly available information concerning Gentherm, Modine and the Performance Technologies Business, that Barclays believed to be relevant to its analysis, including Gentherm’s and Modine’s Annual Reports on Form 10-K for the fiscal years ended December 31, 2024 and March 31, 2025, respectively, and Quarterly Reports on Form 10-Q for the fiscal quarter ended September 30, 2025;

 

•

Financial and operating information with respect to the business, operations and prospects of Gentherm and the Performance Technologies Business furnished to Barclays by Gentherm and Modine, including financial projections of the Performance Technologies Business prepared by Modine, referred to as the Modine Management SpinCo Financial Projections as summarized under “The Transactions – Certain Financial Forecasts – Modine Management SpinCo Financial Projections”, and adjusted by management of Gentherm, referred to as the Gentherm Management Adjusted SpinCo Financial Projections as summarized under “The Transactions – Certain Financial Forecasts – Gentherm Management Adjusted SpinCo Financial Projections”, and financial projections for Gentherm prepared by Gentherm, referred to as the Gentherm Management Financial Projections, as summarized under “The Transactions – Certain Financial Forecasts – Gentherm Management Financial Projections”;

 

•

A trading history of shares of Gentherm Common Stock from January 23, 2025 to January 23, 2026 and a comparison of that trading history with those of other companies that Barclays deemed relevant;

 

•

A comparison of historical financial results and present financial condition of Gentherm and the Performance Technologies Business with each other and with those of other companies that Barclays deemed relevant;

 

•

A comparison of the financial terms of the Transactions with the financial terms of certain other transactions that Barclays deemed relevant;

 

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•

The pro forma impact of the Transactions on the future financial performance of the combined company, including the estimated operating synergies expected by the management of Gentherm to result from the combination of Gentherm and the Performance Technologies Business, referred to as the Gentherm Management Estimated Synergies, as summarized under “The Transactions – Certain Financial Forecasts – Gentherm Management Estimated Synergies”; and

 

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The relative contributions of Gentherm and the Performance Technologies Business to the future financial performance of the combined company on a pro forma basis.

In addition, Barclays had discussions with the management of Gentherm concerning its business, operations, assets, liabilities, financial condition and prospects and has undertaken such other studies, analyses and investigations as Barclays deemed appropriate.

In arriving at its opinion, Barclays assumed and relied upon the accuracy and completeness of the financial and other information used by Barclays without any independent verification of such information (and assumed no responsibility or liability for any independent verification of such information) and further relied upon the assurances of the management of Gentherm that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Gentherm Management Financial Projections and the Gentherm Management Adjusted SpinCo Financial Projections, upon the advice of Gentherm, Barclays assumed that such projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Gentherm as to the future financial performance of Gentherm and the Performance Technologies Business, respectively, and that Gentherm and the Performance Technologies Business will perform substantially in accordance with such projections. Furthermore, upon the advice of Gentherm, Barclays assumed that the amounts and timing of the Gentherm Management Estimated Synergies are reasonable and that the Gentherm Management Estimated Synergies will be realized in accordance with such estimates. Barclays assumed no responsibility for and expressed no view as to any such projections or estimates or the assumptions on which they were based. In arriving at its opinion, Barclays did not conduct a physical inspection of the properties and facilities of Gentherm and did not make or obtain any evaluations or appraisals of the assets or liabilities of Gentherm. Barclays’ opinion related to the relative values of Gentherm and the Performance Technologies Business as of the date thereof. Barclays’ opinion necessarily was based upon market, economic and other conditions as they existed on, and could be evaluated as of, January 29, 2026. Barclays assumes no responsibility for updating or revising its opinion based on events or circumstances that may occur after January 29, 2026. Barclays expressed no opinion as to the prices at which shares of Gentherm Common Stock or shares of Modine Common Stock would trade following the announcement or consummation of the proposed Transactions. Barclays’ opinion should not be viewed as having provided any assurance that market value of the shares of Gentherm Common Stock or Modine Common Stock to be held by Gentherm shareholders or Modine shareholders after the consummation of the Transactions will be in excess of the market value of Gentherm Common Stock or Modine Common Stock owned by such shareholders at any time prior to the announcement or consummation of the Transactions.

Barclays assumed the accuracy of the representations and warranties contained in the Transaction Documents, as applicable, and all other agreements related thereto. Barclays assumed, upon the advice of Gentherm, that all material governmental, regulatory and third-party approvals, consents and releases for the proposed Transactions would be obtained within the constraints contemplated by the Transaction Documents and that the Transactions will be consummated in accordance with the terms of the Transaction Documents without waiver, modification or amendment of any material term, condition or agreement thereof. Barclays also assumed there would be no adjustment to the Exchange Ratio other than as expressly provided in, and solely to the extent required by and in accordance with, Section 3.1(c) of the Merger Agreement, and that any adjustment to the Exchange Ratio would not be in excess of the Final Adjustment Cap. Barclays did not express any opinion as to any tax or other consequences that might result from the Transactions, to any party or any shareholder, nor did the opinion address any legal, tax, regulatory or accounting matters, as to which Barclays understood that Gentherm had obtained such advice as it deemed necessary from qualified professionals. Barclays assumed that

 

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the Merger would qualify for U.S. Federal income tax purposes as a reorganization under the provisions of Section 368(a) of the Code, and that the Distribution would be generally tax-free to Modine and the shareholders of Modine pursuant to Section 355 of the Code. Barclays did not independently verify that this tax treatment would be available in respect of the Transactions, and expressed no view with respect to the tax treatment or consequences that will apply to or result from the Transactions.

In connection with rendering its opinion, Barclays performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, Barclays did not ascribe a specific range of values to the shares of Gentherm Common Stock or to the Performance Technologies Business but rather made its determination as to fairness, from a financial point of view, of the Exchange Ratio in the Merger on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

In arriving at its opinion, Barclays did not attribute any particular weight to any single analysis or factor considered by it but, rather, made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the Transactions. Accordingly, Barclays believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

Summary of Material Financial Analyses

The following is a summary of the material financial analyses used by Barclays in connection with its oral opinion and the preparation of its written opinion to the Gentherm Board dated January 29, 2026. The summary of Barclays’ analyses and reviews provided below is not a complete description of the analyses and reviews underlying Barclays’ opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of analyses and review and the application of those methods to particular circumstances, and, therefore, is not readily susceptible to summary description.

For the purposes of its analyses and reviews, Barclays made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Gentherm, Modine, SpinCo or any other parties to the Transactions. No company, business or transaction considered in Barclays’ analyses and reviews is identical to Gentherm, the Performance Technologies Business or the Merger, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions considered in Barclays’ analyses and reviews. None of Gentherm, SpinCo, Modine, Barclays or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of companies, businesses or securities do not purport to be appraisals or reflect the prices at which the companies, businesses or securities may actually be sold. Accordingly, the estimates used in, and the results derived from, Barclays’ analyses and reviews are inherently subject to substantial uncertainty.

The summary of the financial analyses and reviews summarized below include information presented in tabular format. In order to fully understand the financial analyses and reviews used by Barclays, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses and reviews. Considering the data in the tables below without considering the full description

 

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of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Barclays’ analyses and reviews.

As noted above, Barclays’ opinion assumed there would be no adjustment to the Exchange Ratio other than as expressly provided in, and solely to the extent required by and in accordance with, Section 3.1(c) of the Merger Agreement, and that any adjustment to the Exchange Ratio would not be in excess of the Final Adjustment Cap.

Discounted Cash Flow Analysis

In order to estimate the present value of shares of Gentherm Common Stock and SpinCo Common Stock, Barclays performed a discounted cash flow analysis of Gentherm and the Performance Technologies Business. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of the asset. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

Gentherm

To calculate the estimated enterprise value of Gentherm using the discounted cash flow method, Barclays added (1) the present value of Gentherm’s projected unlevered free cash flows for the period between January 1, 2026 and December 31, 2030 based on the Gentherm Management Financial Projections to (2) the present value of the terminal value of Gentherm as of December 31, 2030, which present values were discounted using a range of selected discount rates from 10.5% to 11.5%. The unlevered free cash flows were calculated by taking the tax-effected earnings before interest and, adding back the aggregate of depreciation and amortization, subtracting capital expenditures and adjusting for changes in net working capital and restructuring costs. The residual value of Gentherm at the end of the forecast period, or “terminal value,” was estimated by applying a range of terminal exit multiples of 6.0x to 7.5x, which was derived by Barclays utilizing its professional judgment and experience and based on the Selected Precedent Transactions Analysis and applying such range to Gentherm’s estimated next twelve month (“NTM”) adjusted EBITDA, as set forth in the Gentherm Management Financial Projections, as of the calendar year ended December 31, 2030. The range of discount rates of 10.5% to 11.5% was selected based on an analysis of the weighted average cost of capital of Gentherm. The discounted cash flow analysis based on the terminal multiples implied a range of enterprise values for Gentherm of $1.8 billion to $2.2 billion and values per share of Gentherm Common Stock (rounded to the nearest dollar) as of January 23, 2026 of $56 to $68, as compared to the closing trading price of Gentherm Common Stock of $36.70 on January 23, 2026.

Performance Technologies Business

To calculate the estimated enterprise value of the Performance Technologies Business using the discounted cash flow method, Barclays added (1) the present value of the projected unlevered free cash flows of the Performance Technologies Business for the period between January 1, 2026 and March 31, 2030 based on the Gentherm Management SpinCo Adjusted Financial Projections to (2) the present value of the terminal value of the Performance Technologies Business as of March 31, 2030, which present values were discounted using a range of selected discount rates from 10.0% to 11.0%. The unlevered free cash flows were calculated by taking the tax-effected earnings before interest and, adding back the aggregate of depreciation and amortization, subtracting capital expenditures and adjusting for changes in net working capital and restructuring costs. The residual value of the Performance Technologies Business at the end of the forecast period, or terminal value, was estimated by applying a range of terminal multiples of 6.5x to 8.0x, which was derived by Barclays utilizing its professional judgment and experience and the results of Barclays’ Selected Precedent Transactions Analysis and applying such range to the Performance Technologies Business’s estimated NTM adjusted EBITDA, as set forth in the Gentherm Management SpinCo Adjusted Financial Projections, as of the fiscal year ending March 31,

 

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2030, both with and without taking into account Gentherm Management Estimated Synergies. The range of discount rates of 10.0% to 11.0% was selected based on an analysis of the weighted average cost of capital of the Performance Technologies Business. This resulted in implied enterprise value ranges of $1.2 billion to $1.5 billion on a standalone basis, without taking into account the Gentherm Management Estimated Synergies, and $1.3 billion to $1.6 billion, taking into account Gentherm Management Estimated Synergies.

Selected Comparable Company Analysis

Gentherm

In order to assess how the public market values the stock of similar publicly traded companies, Barclays reviewed and compared specific financial data relating to Gentherm with the below companies in the auto supplier business, which companies Barclays deemed comparable to Gentherm and its subsidiary businesses. Barclays chose such selected comparable companies based on its experience in the auto supplier business sector and because the businesses and operating profiles of such companies (including their products, end markets and geographic footprint, as well as their respective size and valuation) are reasonably similar to Gentherm. Such selected companies were:

 

Company		EV / 2025E EBITDA Multiple				EV / 2026E EBITDA Multiple
• Adient plc			3.7x				3.6x
• American Axle & Manufacturing Holdings, Inc.1			3.9x				3.9x
• Aptiv PLC			6.5x				6.2x
• Autoliv, Inc.			7.6x				6.9x
• BorgWarner Inc.			5.4x				5.3x
• Dana Incorporated2			7.2x				5.4x
• Garrett Motion Inc.			7.4x				7.0x
• Gentex Corporation			8.0x				7.7x
• Lear Corporation			4.9x				4.7x
• Magna International Inc.			4.4x				4.2x
• PHINIA Inc.			7.1x				6.7x
• Sensata Technologies Holding plc			8.5x				8.3x
• Visteon Corporation			4.0x				3.9x

Barclays calculated and compared various financial multiples and ratios of Gentherm and the selected comparable companies. As part of its selected comparable company analysis, Barclays calculated and analyzed each company’s ratio of enterprise value to projected earnings before interest, taxes, depreciation, and amortization (“EBITDA”). Enterprise value and EBITDA calculations for the selected publicly traded comparable companies were based on publicly available financial data and closing prices as of January 23, 2026.

Barclays selected the comparable companies listed above because their businesses and operating profiles are reasonably similar to that of Gentherm. However, because no selected comparable company is exactly the same as Gentherm, Barclays believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, Barclays also made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of Gentherm and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily

1	Pro forma for the acquisition of Dowlais announced on 1/29/2025.

2	Pro forma for Allison’s acquisition of Dana’s Off-Highway business announced on 6/11/2025.

 

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to the differing sizes, growth prospects, profitability levels, product portfolio, served markets and channels, and degree of operational risk between Gentherm and the companies included in the selected company analysis.

Based on these judgments, Barclays selected the trading value multiples ranging from 6.0x to 7.5x for the projected 2025 calendar year adjusted EBITDA of Gentherm as set forth in the Gentherm Management Financial Projections to calculate a range of implied enterprise values for Gentherm of $1.1 billion to $1.3 billion and implied values per share of Gentherm Common Stock (rounded to the nearest dollar) as of January 23, 2026 of $33 to $41, as compared to the closing trading price of Gentherm Common Stock of $36.70 on January 23, 2026.

Barclays further selected the trading value multiples ranging from 5.5x to 7.0x for the projected 2026 calendar year adjusted EBITDA of Gentherm as set forth in the Gentherm Management Financial Projections to calculate a range of implied enterprise values for Gentherm of $1.1 billion to $1.3 billion and implied values per share of Gentherm Common Stock (rounded to the nearest dollar) as of January 23, 2026 of $33 to $42, as compared to the closing trading price of Gentherm Common Stock of $36.70 on January 23, 2026.

Performance Technologies Business

In order to assess how the public market values shares of similar companies that are publicly traded, Barclays reviewed and compared specific financial and operating data relating to the Performance Technologies Business with the following companies in the auto supplier business and commercial vehicles business sectors, which companies Barclays deemed comparable to the Performance Technologies Business. Barclays chose such selected companies based on its experience in the auto supplier and commercial vehicles business sectors and because the businesses and operating profiles of such companies (including their products, end markets and geographic footprint, as well as their respective size and valuation) are reasonably similar to the Performance Technologies Business. The selected companies were:

 

Company		EV / 2025E EBITDA Multiple		EV / 2026E EBITDA Multiple
• Adient plc		3.7x		3.6x
• Allison Transmission Holdings, Inc.		9.0x		7.6x
• American Axle & Manufacturing Holdings, Inc.3		3.9x		3.9x
• Aptiv PLC		6.5x		6.2x
• Autoliv, Inc.		7.6x		6.9x
• BorgWarner Inc.		5.4x		5.3x
• Cummins Inc.		14.4x		13.1x
• Dana Incorporated4		7.2x		5.4x
• Garrett Motion Inc.		7.4x		7.0x
• Gentex Corporation		8.0x		7.7x
• Lear Corporation		4.9x		4.7x
• Magna International Inc.		4.4x		4.2x
• PHINIA Inc.		7.1x		6.7x
• Sensata Technologies Holding plc		8.5x		8.3x
• Visteon Corporation		4.0x		3.9x

Barclays calculated and compared various financial multiples and ratios of the Performance Technologies Business and the selected comparable companies. As part of its selected comparable company analysis, Barclays calculated and analyzed each company’s ratio of enterprise value to projected EBITDA. Enterprise value and EBITDA calculations for the selected publicly traded comparable companies were based on publicly available financial data, and closing prices, as of January 23, 2026.

3	Pro forma for the acquisition of Dowlais announced on 1/29/2025.

4	Pro forma for Allison’s acquisition of Dana’s Off-Highway business announced on 6/11/2025.

 

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Barclays selected the comparable companies listed above because their businesses and operating profiles are reasonably similar to that of the Performance Technologies Business. However, because no selected comparable company is exactly the same as the Performance Technologies Business, Barclays believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, Barclays also made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of the Performance Technologies Business and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels, product portfolio, served markets and channels, and degree of operational risk between the Performance Technologies Business and the companies included in the selected company analysis.

Based on these judgments, Barclays selected the trading value multiples ranging from 6.5x to 8.0x for the projected 2026 fiscal year adjusted EBITDA of the Performance Technologies Business based on the SpinCo Adjusted Financial Projections to calculate an implied enterprise value range of $0.9 billion to $1.1 billion.

Barclays further selected the trading value multiples ranging from 6.0x to 7.5x for the projected 2027 fiscal year adjusted EBITDA of the Performance Technologies Business based on the SpinCo Adjusted Financial Projections to calculate an implied enterprise value range of $0.9 billion to $1.1 billion.

Selected Precedent Transactions Analysis

Performance Technologies Business

Barclays reviewed and compared the purchase prices and financial multiples paid in selected other transactions in the past five years with significant powertrain exposure and internal combustion engine exposure in the auto supplier and commercial vehicle industries, that Barclays, based on its experience with merger and acquisition transactions, deemed relevant. Barclays chose such transactions based on, among other things, the similarity of the applicable target companies in the transactions to the Performance Technologies Business with respect to the characteristics of their businesses.

The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of the Performance Technologies Business and the companies included in the selected precedent transaction analysis. Accordingly, Barclays believed that a purely quantitative selected precedent transaction analysis would not be particularly meaningful in the context of considering the Transactions. Barclays therefore made qualitative judgments concerning differences between the characteristics of the selected precedent transactions and the Transactions which would affect the acquisition values of the selected target companies and the Performance Technologies Business.

The following table sets forth the transactions analyzed based on such characteristics:

 

Date Announced		Acquiror		Target		Approx. LTM Multiples
June 2025		Allison Transmission Holdings, Inc.		Dana Incorporated (Off-Highway Drive & Motion Systems business)		~6.8x
January 2025		American Axle & Manufacturing Holdings, Inc.		Dowlais Group plc		~4.1x5

5	Adjusted for comparability to US GAAP.

 

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Date Announced		Acquiror		Target		Approx. LTM Multiples
November 2024		ABC Technologies		TI Fluid Systems plc		~5.7x5
October 2023		Schaeffler AG		Vitesco Technologies Group AG		~5.1x5
February 2022		Apollo Funds		Tenneco Inc.		~5.4x
February 2022		Cummins Inc.		Meritor, Inc.		~7.4x
January 2020		BorgWarner Inc.		Delphi Technologies		~5.7x

Barclays reviewed transaction values, calculated as the enterprise value implied for the target company based on the consideration payable in the selected transaction, as a multiple of the target company’s estimated LTM EBITDA. Barclays then applied LTM EBITDA multiples of 6.5x to 7.5x derived from the selected transactions, based on its professional judgment and experience, to the projected 2026 fiscal year adjusted EBITDA of the Performance Technologies Business. Estimated financial data of the selected transactions were based on publicly available information at the time of announcement of the relevant transaction. Estimated financial data of the Performance Technologies Business were based on the SpinCo Adjusted Financial Projections. This analysis indicated the approximate implied enterprise value range of $0.9 billion to $1.0 billion for the Performance Technologies Business on a standalone basis.

Relative Valuation

By dividing the low endpoint and the high endpoint of the implied equity value range derived for Gentherm pursuant to the analysis of discounted cash flows (both with and without taking into account the Gentherm Management Estimated Synergies) by the high endpoint and the low endpoint of the implied equity value range derived for the Performance Technologies Business pursuant to the analysis of discounted cash flows (both with and without taking into account the Gentherm Management Estimated Synergies), respectively, Barclays calculated the following approximate reference ranges for the implied pro forma equity ownership of Gentherm shareholders in the combined company after the consummation of the Transactions, after deducting $210.0 million in respect of the SpinCo Cash Distribution, as compared to the equity ownership in the combined company after the consummation of the Transactions implied by the Exchange Ratio set forth in the Merger Agreement.

 

Implied Equity Ownership Reference Range
Discounted Cash Flow Analysis (without Gentherm Management Estimated Synergies)			58.0% – 68.0%
Discounted Cash Flow Analysis (with Gentherm Management Estimated Synergies)			55.0% – 65.0%

By dividing the low endpoint and the high endpoint of the implied equity value range derived for Gentherm pursuant to the selected comparable companies analysis by the high endpoint and the low endpoint of the implied equity value range derived for the Performance Technologies Business pursuant to the selected comparable companies analysis — in each case using projected adjusted EBITDA figures as set forth in the Gentherm Management Financial Projections and the Gentherm Management SpinCo Adjusted Financial Projections, respectively, and comparing (x) Gentherm’s projected calendar year 2025 adjusted EBITDA with the

 

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Performance Technologies Business’s projected adjusted EBITDA for the fiscal year ending March 2026, and (y) Gentherm’s projected calendar year 2026 adjusted EBITDA with the Performance Technologies Business’s projected adjusted EBITDA for the fiscal year ending March 2027 — Barclays calculated the following approximate reference ranges for the implied pro forma equity ownership of Gentherm shareholders in the combined company after the consummation of the Transactions, after deducting $210.0 million in respect of the SpinCo Cash Distribution, as compared to the equity ownership in the combined company after the consummation of the Transactions implied by the Exchange Ratio set forth in the Merger Agreement.

 

Implied Equity Ownership Reference Range
Selected Comparable Companies Analysis (CY 2025 for Gentherm and FY 2026 for Platinum)			55.0% – 67.0%
Selected Comparable Companies Analysis (CY 2026 for Gentherm and FY 2027 for Platinum)			54.0% – 67.0%

Other Factors

Barclays also reviewed and considered other factors, which were not considered part of its financial analyses in connection with rendering its advice, but were references for informational purposes, including, among other things, the following.

Gentherm 52 Week High / Low Analysis

Barclays reviewed the 52-week low and 52-week high prices of shares of Gentherm Common Stock as of January 23, 2026 (rounded to the nearest dollar), and calculated Gentherm’s implied enterprise value range therefrom. The following reflects the results of the analysis, as compared to the enterprise value of Gentherm of $1.2 billion calculated at the base stock price of $36.70 as of market close on January 23, 2026:

 

52-Week Low - High		$23 – $41 per share
Implied Enterprise Value		$0.8 billion – $1.3 billion

Gentherm Broker Target Prices Analysis

Barclays reviewed the target prices published by five (5) brokers covering Gentherm as of January 23, 2026. The price target range for Gentherm Common Stock (rounded to the nearest dollar) was $42 per share to $53 per share.

Miscellaneous

Barclays is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. The Gentherm Board selected Barclays because of its familiarity with Gentherm and its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally, as well as substantial experience in transactions comparable to the Transactions.

Barclays is acting as financial advisor to Gentherm in connection with the proposed Merger. As compensation for its services in connection with the Merger, Gentherm paid Barclays a fee of $3,000,000 upon the delivery of Barclays’ opinion, which is referred to as the “Opinion Fee”. The Opinion Fee was not contingent upon the consummation of the Merger. Additional compensation of $17,000,000 will be payable on completion of the Merger, against which the amounts paid for the opinion will be credited. In addition, Gentherm has agreed

 

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to reimburse Barclays for a portion of its reasonable out-of-pocket expenses incurred in connection with the proposed transaction and to indemnify Barclays for certain liabilities that may arise out of its engagement.

Barclays has performed various investment banking and financial services for Gentherm and Modine in the past, and expects to perform such services in the future, and has received, and expects to receive, customary fees for such services. Specifically, in the two years preceding the date of its opinion, Barclays has performed the following investment banking and financial services for Modine: (i) acted as a financial advisor for Modine in connection with its acquisition of Scott Springfield Manufacturing in February 2024 and (ii) acted as a lender in Modine’s revolving credit facility and term loan credit facility, for which Barclays has received customary fees. In the two years preceding the date of its opinion, Barclays has received approximately $1.0 million in investment banking fees from Modine. In addition, Barclays is currently engaged as a financial advisor to Modine in connection with services unrelated to the Transactions for which Barclays may receive customary fees and is currently a lender in Modine’s credit facilities for which Barclays will receive customary fees. In the two years preceding the date of its opinion, Barclays has not performed any investment banking and financial services for Gentherm; however, Barclays has been engaged by Gentherm in connection with the financing transactions related to the Transactions for which Barclays will receive customary fees. The foregoing engagements were disclosed to Gentherm and considered by the Gentherm Board in connection with its appointment of Barclays as its financial advisor and in its evaluation of the Transactions.

Barclays and its affiliates engage in a wide range of businesses from investment and commercial banking, lending, asset management and other financial and non-financial services. In the ordinary course of Barclays’ business, Barclays and its affiliates may actively trade and effect transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including loans and other obligations) of Gentherm and Modine for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments.

Overlap Shareholder Determination Process

Under the Merger Agreement, Gentherm and Modine agreed that Overlap Shareholders will mean those persons that are treated as owning (for U.S. federal income tax purposes) both SpinCo Common Stock and Gentherm Common Stock as of immediately prior to the Effective Time based on (a) the actual knowledge of Modine or Gentherm at the beginning of the day on the date that is two business days prior to the Closing Date or any earlier time specified in the IRS Ruling as the relevant time to gather information to establish the stock ownership of Overlap Shareholders or, absent such actual knowledge, (b) the most recent publicly available information at the relevant time, obtained from sources specified in the IRS Ruling as permitted sources of publicly available information to establish the stock ownership of Overlap Shareholders. Gentherm and Modine acknowledged and agreed that the formal ruling request in respect of the IRS Ruling may request that the relevant time is earlier than the date that is two business days prior to the Closing Date. The Overlap Shareholders and their respective SpinCo Overlap Ownership Percentages and Gentherm Overlap Ownership Percentages (each as defined in the Merger Agreement) will be determined in a manner that incorporates, reflects and is consistent with the parameters set forth in Schedule A of the Merger Agreement and based on the sources of publicly available information specified therein (to the extent such sources are permitted sources).

Ownership of Gentherm Following the Transactions

For a discussion of the ownership of Gentherm following the Transactions, see the section entitled “The Transaction Agreements-The Merger Agreement-Merger Consideration; Gentherm Special Dividend.”

Ownership of SpinCo Following the Transactions

Following the Effective Time, 100% of the outstanding shares of SpinCo Common Stock are expected to be owned by Gentherm, and SpinCo will be a wholly owned subsidiary of Gentherm.

 

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Interests of Directors and Executive Officers in the Merger

As of the date of this proxy statement/prospectus, Gentherm’s directors and executive officers do not have any financial interests in the Transactions that are different from, or in addition to, the financial interests of Gentherm’s shareholders generally. As with all Gentherm shareholders, Gentherm’s directors and executive officers may benefit from the Transactions as a result of their ownership of Gentherm Common Stock, including any shares of Gentherm Common Stock underlying Gentherm equity-based awards.

Non-employee members of the Gentherm Board do not have any compensation or benefits that will vest or become payable upon the completion of the Transactions, and accordingly, such members do not have interests that are in addition to, or different from, the interests of Gentherm’s shareholders generally. Similarly, Gentherm’s executive officers do not currently have any compensation or benefits that will vest or become payable upon the completion of the Transactions. However, by virtue of continuing to serve as executive officers of Gentherm following the Transactions, Gentherm’s executive officers may have interests in the Transactions that are different than those of Gentherm’s shareholders generally, including that Gentherm’s executive officers may, in the future, receive increased compensation to reflect increased responsibilities and the larger scale and complexity of their roles with respect to the combined company or receive compensation in connection with their successful execution of the Transactions. Any such future increases in compensation will remain subject to the Gentherm Board’s Compensation and Talent Committee procedures as described in Gentherm’s SEC filings.

Outstanding Gentherm Equity Awards will remain outstanding following the Merger and the consummation of the Merger will not constitute a “change in control” under the Gentherm Equity Incentive Plan or under the terms of any Gentherm Equity Awards. As a result, the consummation of the Merger will not result in the accelerated vesting or cancellation of any outstanding Gentherm Equity Awards held by Gentherm named executive officers, and Gentherm has not taken any action with respect to any such outstanding Gentherm Equity Awards in connection with the Transactions.

Because, as of the date of this proxy statement/prospectus, Gentherm does not have any “golden parachute” arrangements with any of its named executive officers that would involve the payment of any compensation based on or related to the Transactions, this proxy statement/prospectus does not include tabular disclosure pursuant to Item 402(t) of the SEC’s Regulation S-K of the compensation that may be paid or become payable to Gentherm’s named executive officers in connection with the Transactions, or a proposal for a non-binding, advisory vote with respect to such compensation pursuant to Rule 14a-21(c) of the Exchange Act, on the basis that there is no such compensation as of the date of this proxy statement/prospectus.

As of     , 2026 the latest practicable date prior to the date hereof, Gentherm’s directors and executive officers beneficially owned, in the aggregate,  % of the outstanding shares of Gentherm Common Stock and none of the directors or executive officers of Gentherm beneficially owned any shares of Modine Common Stock.

Treatment of Modine Equity Awards in Connection with the Transactions

Equity Awards Held by Individuals Other Than SpinCo Transferred Employees. The Modine equity incentive awards held by employees or former employees of Modine who are not SpinCo Transferred Employees or by non-employee directors of Modine will not be converted into or substituted with awards relating to Gentherm Common Stock. Instead, those awards will remain outstanding as awards in respect of shares of Modine Common Stock, subject to adjustment to reflect the Transactions in such manner as determined by the Modine Board or its compensation committee in its sole discretion and in accordance with the applicable Modine equity plans and agreements underlying such equity incentive awards. The Transactions will not automatically result in the accelerated vesting of any of these awards.

 

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Equity Awards Held by SpinCo Transferred Employees. Pursuant to the Employee Matters Agreement, at the Effective Time, each outstanding Modine Option Award, Modine RSU Award and Modine PS Award held by a SpinCo Transferred Employee will be converted into, or substituted with, a corresponding award with respect to Gentherm Common Stock, as follows:

 

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Modine Option Award: Each outstanding Modine Option Award (whether vested or unvested) held by a SpinCo Transferred Employee as of immediately prior to the Distribution Time will be converted, as of the Effective Time, into a Gentherm stock option award (“Gentherm Option Award”), subject to the same terms and conditions (including with respect to vesting and expiration) as were applicable to the Modine Option Awards immediately prior to the Distribution Time, subject to certain administrative and non-substantive changes as are reasonably required to reflect the Transactions. The (i) number of shares of Gentherm Common Stock subject to each Gentherm Option Award will be equal to the product, rounded down to the nearest whole share, of (a) the number of shares of Modine Common Stock subject to the Modine Option Award immediately prior to the Distribution Time multiplied by (b) the Equity Award Exchange Ratio, and (ii) per-share exercise price of such Gentherm Option Award will be equal to the quotient, rounded up to the nearest cent, of (x) the per-share exercise price of the corresponding Modine Option Award immediately prior to the Distribution Time, divided by (y) the Equity Award Exchange Ratio, in each case, determined in a manner consistent with the requirements of Sections 424 and 409A of the Code.

 

•

Modine RSU Award: Each Modine RSU Award held by a SpinCo Transferred Employee immediately prior to the Distribution Time will be converted, as of the Effective Time, into a Gentherm restricted stock unit award (“Gentherm RSU Award”), subject to the same terms and conditions (including with respect to settlement and vesting) after the Effective Time as were applicable to such Modine RSU Award immediately prior to the Distribution Time, subject to certain administrative and non-substantive changes as are reasonably required to reflect the Transactions. The number of shares of Gentherm Common Stock subject to each Gentherm RSU Award will be equal to the product, rounded to the nearest whole share, of (a) the number of shares of Modine Common Stock subject to the Modine RSU immediately prior to the Distribution Time multiplied by (b) the Equity Award Exchange Ratio.

 

•

Modine PS Award: Each Modine PS Award held by a SpinCo Transferred Employee immediately prior to the Distribution Time will be converted, as of the Effective Time, into a Gentherm RSU Award, subject to the same terms and conditions (including terms and conditions with respect to settlement and vesting, except that performance conditions will no longer apply) after the Effective Time as were applicable to such Modine PS Award immediately prior to the Distribution Time, subject to certain administrative and non-substantive changes as Gentherm determines are reasonably required to reflect the Transactions. The number of shares of Gentherm Common Stock subject to each Gentherm RSU Award will be equal to the product, rounded to the nearest whole share, of (a) the number of shares of Modine Common Stock subject to the Modine PS Award immediately prior to the Distribution Time, determined based on the greater of target or actual performance, as determined in good faith by the Modine Board (or target performance, for any Modine PS Award granted within 12 months prior to the Distribution Time) multiplied by (b) the Equity Award Exchange Ratio.

The Employee Matters Agreement provides that, with respect to each SpinCo Transferred Employee who received a Modine PS Award in 2025 (or would have been eligible to receive such award if such SpinCo Transferred Employee had been in active employment on such date of grant), if such employee’s employment is terminated by Gentherm for any reason other than “cause” (as defined in the Gentherm Incorporated 2023 Equity Incentive Plan) within 12 months following the Effective Time, any Gentherm Option Awards and Gentherm RSU Awards granted to such SpinCo Transferred Employee in connection with the conversion of their outstanding Modine Awards that would be eligible to vest in the 12 month period following such termination will vest and, for Gentherm Option Awards, become exercisable, as of such termination.

 

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Regulatory Approvals

HSR Act and U.S. Antitrust Matters

The Merger is subject to the requirements of the HSR Act, and the rules and regulations promulgated thereunder. Under the HSR Act, certain transactions, including the Merger, may not be completed unless certain waiting period requirements have expired or been terminated. The HSR Act provides that each party must file its respective HSR Act notifications with the DOJ and the FTC. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-day waiting period following the parties’ filings of their respective HSR Act notifications or the earlier termination of such waiting period. Gentherm and Modine have both filed their respective HSR Act notifications and were granted early termination of the waiting period thereunder as of 11:25 a.m., Eastern Time, on March 26, 2026. If the Merger is not completed within 12 months after the expiration of the HSR Act waiting period, Gentherm and Modine will be required to submit new information to the DOJ and the FTC, and a new HSR Act waiting period will have to expire or be terminated before the Merger could be completed.

At any time before or after the Merger is completed, the DOJ or the FTC could take action to challenge the Merger on antitrust grounds, including seeking to preliminarily or permanently enjoin the Merger. In addition, U.S. state attorneys general could take such action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin completion of the Merger or permitting completion subject to regulatory concessions or conditions. Private parties also may seek to take legal action under the antitrust laws under certain circumstances. Neither Gentherm nor Modine believes that the Merger violates the antitrust laws, but there can be no guarantee that the DOJ, the FTC, U.S. state attorneys general or other private parties will not take a different position.

Global Antitrust and Other Regulatory Approvals

In addition to antitrust approval in the United States, the completion of the Merger is conditioned on the receipt of certain consents or approvals from the competition authorities in the Czech Republic and Germany. There can be no assurance that governmental authorities in these or other jurisdictions will not assert that other notices or regulatory approvals are required or seek to preliminarily or permanently enjoin the Merger.

IRS Ruling

Modine has submitted to the IRS a request for the IRS Ruling regarding, among other things, the proper time, manner and methodology for measuring Overlap Shareholders for purposes of Section 355(e) of the Code. Receipt of the IRS Ruling in form and substance reasonably satisfactory to Modine, which shall continue to be valid and in full force and effect as of the Closing, is a condition to the Distribution and the Merger.

There can be no assurances when or if Modine will receive the IRS Ruling or as to the contents of the IRS Ruling, if received. The IRS has issued private letter rulings to other parties that contain rulings substantially similar to those Modine is requesting, but a private letter ruling can only be relied upon by the party to whom it is addressed and the IRS is not required to issue similar rulings to Modine. The IRS may decline to issue the IRS Ruling, in which case Modine and SpinCo will not be required to close the Merger. Depending on the rulings received and whether Modine, in its sole discretion, waives the closing condition tied to receipt of the IRS Ruling, the shares of SpinCo Common Stock could be converted into the right to receive approximately 40.0% to 50.5% of the outstanding shares of Gentherm Common Stock immediately following the consummation of the Merger, based upon the Exchange Ratio, and any adjustments thereto as provided in the Merger Agreement.

The Exchange Ratio will ultimately depend on the parties’ ability to determine the Overlap Shareholders at the time of the Merger based on the principles set forth in the IRS Ruling. Further, the IRS Ruling will be based on, among other things, certain assumptions as well as the accuracy of certain factual representations and statements that Modine makes to the IRS. Although a private letter ruling from the IRS is generally binding on

 

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the IRS, if the parties do not apply the IRS Ruling correctly or any of the representations or statements that Modine makes are, or become, inaccurate or incomplete, the Distribution might not qualify as tax-free for U.S. federal income tax purposes. Receipt of the IRS Ruling is a condition to the Distribution and the Merger. In the event the IRS refuses to grant any ruling requested in the IRS Ruling, Gentherm and Modine will collaborate reasonably and in good faith to change the method or structure of effecting the Transactions so as to either (i) make likely the receipt of the IRS Ruling, (ii) make likely the receipt of the tax opinions required under the Merger Agreement or (iii) allow Modine to accomplish the same result as the structure contemplated as of the date of the Merger Agreement in a tax-free or, in the reasonable judgment of Modine, tax-efficient manner, as promptly as practicable and in any event prior to the Outside Date.

Listing

Gentherm intends to file an application with Nasdaq for the listing of the shares of Gentherm Common Stock to be issued pursuant to the Merger Agreement. It is a condition to the obligation of the parties to consummate the Merger that the shares of Gentherm Common Stock to be issued pursuant to the Gentherm Share Issuance have been approved for listing on Nasdaq. Following the completion of the Merger, it is expected that the common stock of the combined company will continue to trade under the ticker symbol “THRM.”

Federal Securities Laws Consequences; Resale Restrictions

Shares of Gentherm Common Stock issued pursuant to the Merger Agreement will not be subject to any restrictions on transfer arising under the Securities Act, except for shares issued to any Modine shareholder who may be deemed to be an “affiliate” of Gentherm for purposes of Rule 145 under the Securities Act.

Accounting Treatment

Accounting Standards Codification (“ASC”) 805, Business Combinations, requires the use of the acquisition method of accounting for business combinations. In applying the acquisition method, it is necessary to identify both the accounting acquiree and the accounting acquirer. In a business combination effected through an exchange of equity interests, such as the Merger, the entity that issues the interests (Gentherm, in this case) is generally the accounting acquirer; however, all pertinent facts and circumstances must be considered, including, the following:

The composition of the senior management of Gentherm after the Merger. Bill Presley, the current President and Chief Executive Officer of Gentherm, will serve as Chief Executive Officer of the combined company immediately following the Merger. It is expected that the majority of the executive committee positions in the combined company will be held by current executives of Gentherm, including the Chief Financial Officer.

The composition of the governing body of Gentherm after the Merger. Following the Merger, the Gentherm Board will consist of eleven members, including nine directors who are members of the Gentherm Board then in-office immediately prior to the Merger, and two directors selected by Modine after good faith consultation with Gentherm.

The relative voting interests in the combined company after the Merger. The Exchange Ratio is designed to result in the issued and outstanding shares of Gentherm Common Stock on a fully diluted basis immediately following the consummation of the Merger being owned approximately 40% by the former holders of SpinCo Common Stock immediately prior to the consummation of the Merger (in their capacity as such) and approximately 60% by the Gentherm shareholders immediately prior to the consummation of the Merger (in their capacity as such). It was also determined that the shareholder bases of both entities are dispersed such that no single holder or group of related holders would control the entity after the Merger.

After considering all pertinent facts, reviewing the criteria outlined in ASC 805 and conducting the relevant analysis, Gentherm has concluded that it is the accounting acquirer in the Merger. Gentherm’s conclusion is

 

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based primarily on the fact that (i) the current Chief Executive Officer of Gentherm is expected to continue as the Chief Executive Officer of the combined company after the Transactions, (ii) nine of the eleven individuals comprising the combined company’s board of directors following the Merger will be selected by Gentherm and (iii) Gentherm is issuing its equity interests as consideration for the Merger. As a result of the identification of Gentherm as the accounting acquirer, Gentherm will apply the acquisition method of accounting to the assets acquired and liabilities of the Performance Technologies Business assumed upon consummation of the Merger. Upon completion of the Transactions, the financial statements of the combined company for financial periods prior to the completion of the Transactions will reflect only the operations and financial condition of Gentherm.

While the Exchange Ratio may be adjusted and increased, if necessary, based on the existing level of shareholder overlap, the adjustments to the Exchange Ratio pursuant to the mechanism set forth in the Merger Agreement and described in this proxy statement/prospectus are not expected to be triggered. If the former holders of SpinCo Common Stock do not own (for purposes of Section 355(e) of the Code (determined in a manner consistent with the IRS Ruling)) at least 50.5% (including Overlap Shareholders) of the outstanding shares of Gentherm Common Stock immediately following the consummation of the Merger, an adjustment to the exchange ratio would be triggered such that the former holders of SpinCo Common Stock will own approximately 50.5% of the outstanding shares of Gentherm Common Stock. In that instance, the aforementioned facts are deemed to outweigh the fact that the pre-Merger holders of shares of Modine Common Stock who receive shares of Gentherm Common Stock in the Merger will in the aggregate own a majority of Gentherm Common Stock and associated voting rights after the Merger. As a result, Gentherm determined it would still be the accounting acquirer.

No Dissenters’ Rights or Rights of Appraisal

None of Gentherm’s shareholders, Modine’s shareholders or SpinCo stockholders will be entitled to exercise appraisal or dissenters’ rights under the MBCA or the WBCL in connection with the Separation, the Distribution or the Merger.

 

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THE TRANSACTION AGREEMENTS

The Merger Agreement

The following is a summary of the material provisions of the Merger Agreement. The summary does not purport to be complete and is subject to, and is qualified in its entirety by the Merger Agreement, which is attached to this proxy statement/prospectus as Annex A and incorporated by reference herein. Gentherm shareholders and Modine shareholders are urged to read the Merger Agreement in its entirety. This summary of the Merger Agreement has been included to provide Gentherm shareholders and Modine shareholders with information regarding its terms. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information included in this proxy statement/prospectus.

The Merger Agreement contains representations and warranties of Gentherm and Merger Sub that are solely for the benefit of Modine and SpinCo, and representations and warranties of Modine and SpinCo that are solely for the benefit of Gentherm and Merger Sub. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with signing the Merger Agreement as of a specified date. Moreover, the representations and warranties in the Merger Agreement were made solely for the benefit of the other parties to the Merger Agreement and were used for the purpose of allocating risk among the respective parties. Therefore, Gentherm shareholders and Modine shareholders should not treat them as categorical statements of fact. Moreover, these representations and warranties may apply standards of materiality in a way that is different from what may be material to Gentherm shareholders and Modine shareholders and were made only as of the date of the Merger Agreement or such other date or dates as may be specified in the Merger Agreement and are subject to more recent developments. Accordingly, information concerning the subject matter of the representations and warranties may have changed since the date of the Merger Agreement, and Gentherm shareholders and Modine shareholders should read the representations and warranties in the Merger Agreement not in isolation but only in conjunction with the other information about Gentherm and Modine and their subsidiaries that the respective companies include in this proxy statement/prospectus and in other reports and statements they file with the SEC.

The Merger

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into SpinCo. By virtue of the Merger, at the Effective Time, the separate existence of Merger Sub will cease and SpinCo will continue as the surviving corporation in the Merger and as a wholly owned subsidiary of Gentherm, and will succeed to and assume all the property, rights, privileges, powers and franchises and be subject to all of the restrictions, debt and duties of Merger Sub in accordance with the DGCL.

The articles of incorporation and bylaws of Merger Sub in effect immediately prior to the Merger will, following the Merger, continue as the certificate of incorporation and bylaws of SpinCo as the surviving corporation until thereafter amended, except the name of the surviving corporation shall be “Gentherm Performance Technology Inc.” and except as otherwise set forth in the Merger Agreement.

Closing; Effective Time

Unless the Transactions have been abandoned and the Merger Agreement is terminated pursuant to its terms, the Closing will take place at 9:00 a.m., New York City time, on the date that is three business days after the date on which the conditions set forth in the Merger Agreement (other than certain conditions set forth in the Merger Agreement that are to be satisfied at or immediately prior to the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) have been satisfied or waived, by electronic exchange of documents and signatures, unless another date, time or place is agreed to in writing by Modine and Gentherm.

 

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On the Closing Date, SpinCo and Merger Sub will file a certificate of merger relating to the Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and will make all other filings or recordings required under the DGCL. The Merger will become effective at the time of filing of the certificate of merger or at such later time as may be agreed jointly by Gentherm and SpinCo and specified in such certificate of merger.

Merger Consideration; Gentherm Special Dividend

The Merger Agreement provides that, at the Effective Time, each share of SpinCo Common Stock issued and outstanding (except for any such shares held by SpinCo as treasury stock or held by Gentherm or Merger Sub) will be automatically converted into the right to receive a number of fully paid and nonassessable shares of Gentherm Common Stock, equal to the Exchange Ratio, and subject to the adjustments described below, if applicable and in accordance with the Merger Agreement, with cash paid in lieu of fractional shares of Gentherm Common Stock in accordance with the Merger Agreement.

Prior to the adjustments provided in the Merger Agreement, the Merger Agreement provides that the Exchange Ratio is equal to a number obtained by dividing (i) the Fully Diluted SpinCo Shares minus the SpinCo Make Whole Awards by (ii) the number of outstanding shares of SpinCo Common Stock issued immediately following the Distribution.

However, in order to preserve the tax-free nature of the Distribution for U.S. federal income tax purposes, the Merger Agreement generally provides that the Exchange Ratio will be adjusted upwards in a manner designed to ensure that, immediately following the Closing, former holders of SpinCo Common Stock (including the Overlap Shareholders) own, for applicable U.S. federal income tax purposes, at least the Threshold Percentage of the outstanding shares of Gentherm Common Stock. The Merger Agreement further provides for certain customary adjustments of the Exchange Ratio in the event of stock splits, combinations of shares, reclassifications, recapitalizations or other similar transactions with respect to Gentherm Common Stock.

If the Exchange Ratio would result in the percentage of issued and outstanding shares of Gentherm Common Stock to be received in the Merger by former holders of SpinCo Common Stock (other than Overlap Shareholders), together with the percentage of issued and outstanding shares of Gentherm Common Stock represented by the aggregate Overlap Shares for all Overlap Shareholders, being less than the Threshold Percentage of all shares of Gentherm Common Stock outstanding immediately following the consummation of the Merger, then the Exchange Ratio will be increased to the extent necessary to result in the percentage of shares of Gentherm Common Stock to be received by the former holders of SpinCo Common Stock (including the Overlap Shareholders) being equal to the Threshold Percentage.

If additional shares of Gentherm Common Stock are required to be issued as a result of the Exchange Ratio adjustment, the Merger Agreement provides that, prior to the Merger, SpinCo, subject to applicable laws, will reduce the amount of the SpinCo Cash Distribution by the Initial Adjustment Amount.

In the event that the Aggregate Adjustment Amount exceeds the Initial Adjustment Cap, Gentherm will, subject to applicable law, declare the Gentherm Special Dividend in an amount equal to the Intermediate Adjustment Amount. If the Aggregate Adjustment Amount exceeds the Intermediate Adjustment Cap, then, with respect to the incremental portion of the Aggregate Adjustment Amount that exceeds the Intermediate Adjustment Cap, (i) the amount of the SpinCo Cash Distribution will be further decreased by an amount equal to 40% of the Final Adjustment Amount, and (ii) the amount of the Gentherm Special Dividend will be increased by an amount equal to 60% of the Final Adjustment Amount. If the Aggregate Adjustment Amount exceeds the Final Adjustment Cap, with respect to the Excess Adjustment Amount, then (i) Modine, in its sole discretion, will be entitled to further decrease the amount of the SpinCo Cash Distribution up to the Excess Adjustment Amount and (ii) Gentherm, in its sole discretion, will be entitled to further increase the Gentherm Special Dividend up to the Excess Adjustment Amount. If the Aggregate Adjustment Amount exceeds the Final

 

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Adjustment Cap and the sum of (x) the absolute value of the decrease in clause (i) of the prior sentence and (y) the increase in clause (ii) of the prior sentence is less than the Excess Adjustment Amount, then the Exchange Ratio will not be increased as contemplated, and neither Modine nor Gentherm will be obligated to consummate the transactions contemplated to occur at the Closing.

In connection with the Transactions, Modine has requested the IRS Ruling.

No fractional shares of Gentherm Common Stock or book-entry credit of the same will be issued pursuant to the Merger. All fractional shares of Gentherm Common Stock that a holder of SpinCo Common Stock would otherwise be entitled to receive as a result of the Merger will, in lieu of such fraction of a share, be aggregated by the Exchange Agent. The Exchange Agent will cause the whole shares obtained thereby to be sold on behalf of such holders that would otherwise have been entitled to receive a fractional share of Gentherm Common Stock pursuant to the Merger in the open market (or otherwise as reasonably directed by Gentherm), in each case, at then-prevailing market prices and in no case later than 10 business days after the Effective Time.

Distribution of Per-Share Merger Consideration

At or substantially concurrently with the Effective Time, SpinCo will deposit or cause to be deposited with an exchange agent appointed by Gentherm, shares of SpinCo Common Stock in book-entry form for the benefit of holders of SpinCo Common Stock entitled to such shares upon conversion of shares of SpinCo Common Stock in connection with the Merger.

At the Effective Time, all issued and outstanding shares of SpinCo Common Stock (except for any such shares held by SpinCo as treasury stock or held by Gentherm or Merger Sub) will be automatically converted into the right to receive shares of Gentherm Common Stock as described above under “Merger Consideration; Gentherm Special Dividend.”

As promptly as practicable after the Effective Time, the Exchange Agent will deliver to each person who was the record holder of shares of SpinCo Common Stock immediately prior to the Effective Time the shares of Gentherm Common Stock into which such shares of SpinCo Common Stock have been converted pursuant to the Merger as described above under “Merger Consideration; Gentherm Special Dividend.”

Termination of Exchange Fund

Any portion of the Exchange Fund deposited with the exchange agent that remains undistributed to the former holders of shares of SpinCo Common Stock on the one-year anniversary of the Effective Time will be delivered to Gentherm, and any former holders of shares of SpinCo Common Stock who have not received their shares of Gentherm Common Stock as described above may thereafter look only to Gentherm for the Merger consideration to which they are entitled, any cash in lieu of fractional shares of Gentherm Common Stock and any dividends or other distributions with respect to Gentherm Common Stock to which they are entitled.

Representations and Warranties

In the Merger Agreement, Gentherm and Merger Sub have made representations and warranties to Modine and SpinCo relating to Gentherm and Merger Sub, and Modine has made representations and warranties to Gentherm and Merger Sub relating to Modine and SpinCo, in each case, as of the date of the Merger Agreement, which representations and warranties will also be made, subject to certain materiality, “material adverse effect,” knowledge and other qualifications, as of the Closing Date (except for certain representations and warranties that by their terms address matters only as of a specified date, which are made only as of such specified date), as described below. Representations and warranties with respect to SpinCo and Gentherm relate to, among other things:

 

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due organization, good standing and qualification to conduct business;

 

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corporate authority to enter into and perform the Merger Agreement (and the Transaction Documents);

 

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capital structure, including authorized and outstanding shares and related rights;

 

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ownership of subsidiaries free of liens, with no outstanding rights to acquire subsidiary interests;

 

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subsidiaries’ organizational power and authority, good standing and qualification to conduct business;

 

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absence of conflicts between the Merger Agreement and Transaction Documents and organizational documents and no violations of organizational documents, other obligations or laws;

 

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financial statements prepared in accordance with GAAP and no undisclosed liabilities;

 

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operation in the ordinary course and absence of certain changes or events;

 

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sufficiency of SpinCo’s assets and title to operate its business (SpinCo only);

 

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absence of pending or threatened investigations and litigations and product warrant and product liability matters;

 

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good title or valid leasehold interest in material real property;

 

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tax matters;

 

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valid and enforceable material contracts with no material defaults or exercise of termination rights;

 

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compliance with labor laws with no material labor disputes or union issues;

 

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compliance with applicable laws (including sanctions, U.S. anti-boycott laws and anti-corruption laws);

 

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compliance with permits;

 

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funded, operated and administered employee benefit plans in compliance with applicable laws;

 

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valid intellectual property rights with no material infringement or misappropriation;

 

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compliance with environmental laws with no material environmental liabilities;

 

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insurance policies in full force and effect;

 

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absence of undisclosed affiliate matters;

 

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accurate information provided for proxy statement and registration statements;

 

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board of director and shareholder approvals;

 

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receipt of financial advisor opinion regarding the Exchange Ratio (Gentherm only);

 

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payment of fees to brokers or finders in connection with the Transactions;

 

•

valid and enforceable financing commitment letter with no undisclosed conditions or terminations; and

 

•

absence of rights plan, “poison pill” or anti-takeover plan (Gentherm only).

Material Adverse Effect

Many of the representations and warranties contained in the Merger Agreement are subject to a “material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct, individually or in the aggregate, may, as the case may be, have a material adverse effect on Gentherm and its subsidiaries or the Performance Technologies Business, as applicable), knowledge qualifications, or both, and none of the representations and warranties will survive the Effective Time. The Merger Agreement does not contain any post-closing indemnification obligations with respect to these matters.

Under the Merger Agreement, for Modine, a material adverse effect means any change, event, development, occurrence or effect that has a material adverse effect on the ability of Modine to consummate the Distribution or the Separation by the Outside Date.

 

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For Gentherm and SpinCo, a material adverse effect means any change, event, development, occurrence or effect that has, individually or in the aggregate, a material adverse effect on the business, financial condition or results of operations of Gentherm and its subsidiaries, taken as a whole, or the Performance Technologies Business, taken as a whole. However, none of the following will be deemed in themselves, either alone or in combination, to constitute, and none of the following will be taken into account in determining whether there has been or would reasonably be expected to be a material adverse effect (but only, other than in respect of bullet points 1, 2, 3, 4, 5, 6 or 10 below, to the extent such conditions do not have a disproportionate impact on Gentherm and its subsidiaries or SpinCo and its subsidiaries, as applicable, taken as a whole, relative to other participants in the industry in which Gentherm and its subsidiaries or SpinCo and its subsidiaries, as applicable, operate):

 

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any change resulting from general market, economic, financial, capital markets or regulatory conditions;

 

•

any general change in the credit, debt, financial or capital markets or changes in interest or exchange rates;

 

•

any change in applicable law or GAAP (or, in each case, authoritative interpretations thereof);

 

•

any change resulting from any hurricane, flood, tornado, earthquake or other natural disaster or weather-related event, or other force majeure event, any epidemic, pandemic or disease, or any worsening thereof;

 

•

any change resulting from local, national or international political conditions, including the outcome of any elections, the outbreak or escalation of any military conflict, declared or undeclared war, armed hostilities, cyberterrorism or other acts of foreign or domestic terrorism or civil unrest;

 

•

any change generally affecting the industries in which Gentherm and the Gentherm subsidiaries or the Performance Technologies Business, as applicable, operate;

 

•

any change resulting from the execution of the Merger Agreement or the Separation Agreement or the announcement or the Merger or the Separation, including, to the extent resulting therefrom, any actions of or loss of customers, suppliers, distributors, employees or other material business relationship;

 

•

any changes in Gentherm’s stock price or the trading volume of Gentherm’s stock or any change in the credit rating of Gentherm (Gentherm only);

 

•

any change resulting from any action required to be taken by the terms of the Merger Agreement (other than actions taken in accordance with the terms of the Merger Agreement between the execution of the Merger Agreement and the Closing);

 

•

change in or the imposition of any tariffs, or any action relating to any trade dispute, or change in funding policies of or spending by any Governmental Authority;

 

•

any failure to meet internal or analysts’ expectations, projections or results of operations (but not, in each case, the underlying cause of any such failure, unless such underlying cause would otherwise be excepted by another clause of the definition); or

 

•

any shareholder or derivative litigation arising from or relating to the Merger Agreement or the transactions contemplated by the Merger Agreement (Gentherm only).

Conduct of Business Pending the Merger

Each of the parties to the Merger Agreement has undertaken to perform certain covenants that place restrictions on such party and its subsidiaries until the earlier of the Closing or the termination of the Merger Agreement. In general, each of Gentherm (with respect to it and its subsidiaries) and Modine (with respect to the Performance Technologies Business) has agreed that, prior to the Closing Date or the termination of the Merger Agreement, except as contemplated by the Merger Agreement, required by applicable law or as disclosed in Gentherm’s or SpinCo’s disclosure schedules delivered to the other party concurrently with the execution of the

 

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