Honigman Represents Gentherm as it Enters Definitive Agreement with Modine

Honigman recently advised Gentherm (NASDAQ: THRM), a global market leader of innovative thermal management and pneumatic comfort technologies, as it entered a definitive agreement with Modine (NYSE: MOD), a diversified global leader in thermal management technology and solutions. Modine’s Performance Technologies business will spin-off and combine with Gentherm in a Reverse Morris Trust (RMT) transaction that is intended to be tax-free for Modine and Modine shareholders for U.S. federal income tax purposes. The transaction is valued at approximately $1.0 billion.[1]

The transaction will situate Gentherm as a scaled leader, initiate expansion in thermal management solutions, enhance its technologies and capabilities in precision flow management, and strengthen its foundation with more balanced end-market exposure. Together, the newly-combined companies will strengthen their service to the power generation, commercial, heavy-duty, light vehicle, and medical markets.

The RMT transaction is expected to close in the fourth quarter of calendar year 2026 subject to receipt of Gentherm shareholder approval, the completion of SpinCo financing, a customary IRS tax ruling, and customary closing conditions, including required regulatory approvals and certain tax opinions.

A corporate team led by Partners Matthew R. VanWasshnova, Jack Carver, Michael S. Ben, and Jeffrey H. Kuras, with support from Associates Jay P. Geiss, Michael J. Kiel, CFA, Garrett D. Packer, and Byron D. Patton advised Gentherm on the transaction. In addition, Honigman counsel was also provided by teams led by Partners Thomas J. Appledorn (Intellectual Property), James H. Combs (Tax), Sean F. Crotty (Employment), Nick Gorga (Litigation), Van P. Hilderbrand, Jr. (Environmental), Samantha A. Kopacz (Benefits), Tyler D. Schofield (Real Estate), Daniel P. Wendt (Compliance), and Manager of Legal Project Management Ryan M. Donovan.

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[1] Based on Gentherm’s 30-day Volume-Weighted Average Price (VWAP) as of 1/23/2026.