EX-99.1 2 d101885dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 INFORMATION STATEMENT EXPLANATORY NOTE Platinum SpinCo Inc., a Delaware corporation (“SpinCo”), which is a wholly owned subsidiary of Modine Manufacturing Company, a Wisconsin corporation (“Modine”), is providing this Information Statement (the “Information Statement”) to shareholders of Modine in connection with the transactions described below. On January 29, 2026, Modine, Gentherm Incorporated, a Michigan corporation (“Gentherm”), and SpinCo entered into a Separation Agreement, and, on the same day, Modine, SpinCo, Gentherm, and Platinum Gold Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Gentherm (“Merger Sub”), entered into an Agreement and Plan of Merger. These agreements provide for Modine to combine its Performance Technologies business (the “Performance Technologies Business”) with Gentherm in a Reverse Morris Trust transaction. The principal transactions to effect the Reverse Morris Trust transaction include the following: Separation. Modine will contribute its Performance Technologies Business to SpinCo, so that the Performance Technologies Business is separated from the remain…
Open exhibit ↗Current Report · Items 8.01, 9.01 · 8-K
Platinum SpinCo, Inc.
Other Events
Item 8.01 Other Events. Platinum SpinCo Inc. (the “Company”), a wholly owned subsidiary of Modine Manufacturing Company (“Modine”), previously filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form 10 (as amended, the “Registration Statement”) in connection with the pending combination of Modine’s Performance Technologies business (the “Performance Tech…
Disclosure sections
Item 8.01Item 8.01 - Other Events
Filed exhibits (2)
EX-99.2 3 d101885dex992.htm EX-99.2 EX-99.2 Exhibit 99.2 Important Notice Regarding the Availability of Materials Modine Manufacturing Company You are receiving this communication because you hold securities Link to Materials: in Modine Manufacturing Company (“Modine”). Modine has released informational materials regarding the separation of Modine’s Performance Technologies business (the “Performance Technologies Business”) from Modine’s other businesses and the subsequent merger of the Performance Technologies Business with a wholly owned subsidiary of Gentherm Incorporated (“Gentherm”) that are now available for your review. This notice provides instructions on how to access MODINE MANUFACTURING COMPANY materials for informational purposes only. The separation and merger will occur by means of a pro rata distribution by Modine of all of the outstanding common stock of Platinum SpinCo Inc. (“SpinCo”) to Modine’s shareholders, and the subsequent exchange of the shares of SpinCo c…
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