Modine Manufacturing Company (MOD) investor relations material

Deal rationale and strategic fit

• Accelerates transformation into a pure-play climate solutions company focused on high-growth, high-margin markets.

• Combines Performance Technologies with Gentherm to create a scaled leader in thermal management solutions, expanding product portfolio and engineering capabilities.

• Enables sharper focus and capital allocation to data center cooling, HVAC, and high-return innovation initiatives.

• Modine shareholders retain 40% ownership in the combined company and 100% of the new Modine, benefiting from future synergies and market recoveries.

• Reduces exposure to light vehicles, creating a more balanced and resilient business.

Financial terms and conditions

• Transaction structured as a Reverse Morris Trust, tax-free for Modine and its shareholders.

• Performance Technologies valued at ~$1 billion (6.8x trailing twelve-month or post-synergy Adjusted EBITDA as of Sep 2025).

• Modine receives $210 million in cash and $790 million in Gentherm stock (~21 million shares) at closing.

• Modine shareholders will own ~40% and Gentherm shareholders ~60% of the combined company.

• Pro forma net leverage expected to be ~1.0x, and the deal is EPS accretive by year 2.

Synergies and expected cost savings

• Identified ~$25 million in annual cost synergies through operational efficiencies and cost optimization.

• Significant synergies anticipated for Modine shareholders through combined operations and past portfolio realignment.

• Additional value expected from cross-selling, product integration, and entry into new global markets.

• No significant stranded costs anticipated; corporate expenses expected to remain flat.

• One-time deal costs expected, but not material.