Gentherm to Combine with Modine Performance Technologies Gentherm © 2026 Performance + Technologies Forward-Looking Statements and RMT Disclaimer Building scale in thermal management solutions January 29, 2026 Additional Information and Where to Find It In connection with the proposed transaction among Gentherm, Modine and SpinCo, the parties intend to file relevant materials with the SEC, including, among other filings, a registration statement on Form S-4 to be filed by Gentherm (the "Form S-4") that will ...

Core Viewpoint - Novartis is set to acquire Avidity Biosciences for USD 72.00 per share, totaling an equity value of approximately USD 12.0 billion, with the transaction expected to close in the first half of 2026 following the separation of Avidity's early-stage precision cardiology programs into a new entity called SpinCo [1][2][8]. Transaction Details - Avidity shareholders will receive USD 72.00 per share in cash, representing a 46% premium over Avidity's closing share price of USD 49.15 on October 24, 2025, and a 62% premium over the 30-day volume weighted average price of USD 44.42 [2][4]. - The merger agreement has been unanimously approved by the Boards of Directors of both companies [4]. SpinCo Formation - Avidity will transfer its early-stage precision cardiology programs to SpinCo, which will be led by Kathleen Gallagher as CEO, while Sarah Boyce will serve as chair of the board [1][6]. - SpinCo is expected to be capitalized with USD 270 million in cash and will focus on Avidity's early-stage programs targeting rare genetic cardiomyopathies [6][8]. Pipeline and Programs - Novartis will acquire Avidity's neuroscience programs and its RNA-targeting delivery platform, including three late-stage clinical programs for Duchenne muscular dystrophy, myotonic dystrophy type 1, and facioscapulohumeral muscular dystrophy [3][6]. - SpinCo will include collaborations with Bristol Myers Squibb and Eli Lilly and will continue the development of Avidity's proprietary platform for cardiology applications [3][6]. Closing Conditions - The acquisition is subject to the completion of the separation of SpinCo and other customary closing conditions, including regulatory approvals and Avidity stockholder approval [8].

Core Viewpoint - Corteva plans to separate into two independent, publicly traded companies: New Corteva (Crop Protection) and SpinCo (Seed) to enhance focus and growth opportunities for both segments [2][3][4] Company Overview - Corteva has established itself as a leader in the agriculture technology sector, focusing on innovation and operational excellence [4][6] - The separation aims to create two distinct market leaders, each with tailored capital allocation strategies and growth priorities [3][5] Strategic Rationale - The separation is seen as a logical step to maximize long-term value creation by allowing each business to focus on its own market dynamics and growth strategies [5][7] - New Corteva will emphasize differentiated, innovative solutions, particularly in the biologicals segment, which is the fastest-growing market area [6][8] Financial Projections - Estimated net sales for New Corteva in 2025 are projected to be $7.8 billion, accounting for 44% of Corteva's total net sales [6][10] - SpinCo is expected to generate $9.9 billion in net sales in 2025, representing 56% of Corteva's total net sales [10][17] Transaction Details - The separation is expected to be completed in the second half of 2026 and is intended to qualify as a tax-free transaction for U.S. federal tax purposes [6][10][11] - The transaction is subject to various conditions, including board approval and legal opinions regarding its tax-free nature [11] Leadership and Management - Current Corteva Chair Greg Page will lead New Corteva, while CEO Chuck Magro will head SpinCo, with full management teams to be announced later [3][4]

Summary of KBR's Special Investor Webcast Company Overview - **Company**: KBR, Inc. - **Segments**: KBR is planning to spin off its Mission Technology Solutions (MTS) segment, creating two independent public companies: New KBR (Sustainable Technology Solutions segment) and SpinCo (Mission Technology Solutions segment) [2][4][10]. Key Points and Arguments 1. **Strategic Spin-off Announcement**: KBR announced its intent to spin off the MTS segment to unlock shareholder value, resulting in two independent companies with focused management and financial flexibility [4][5]. 2. **Tax-Free Transaction**: The spin-off is expected to be tax-free for KBR and its shareholders, with completion anticipated in mid to late 2026 [5][18]. 3. **Historical Transformation**: KBR has undergone a decade-long transformation, increasing revenue from approximately $5 billion to $8 billion, and margins nearly doubling from over 6% to under 12% [6][7]. 4. **Financial Performance**: Adjusted EBITDA has grown by over 180% during the transformation, with significant increases in adjusted EPS and operating cash flow [7]. 5. **Independent Business Models**: Post-spin, New KBR will focus on sustainable technology solutions, while SpinCo will concentrate on government solutions, both benefiting from dedicated management and strategic focus [8][10]. 6. **Market Positioning**: New KBR is expected to lead in IP-protected technologies, while SpinCo will focus on national security and space priorities, with a backlog of $17.8 billion [11][15]. 7. **Financial Metrics**: For the trailing 12 months ending July 4, 2025, New KBR reported revenue of $2.2 billion with adjusted EBITDA margins around 22%, while SpinCo reported revenue of $5.8 billion with adjusted EBITDA margins around 10% [11][12]. 8. **Leadership Changes**: Mark Sopp will oversee the spin-off of MTS, while Shad Evans will become the CFO of New KBR post-spin [16][17]. Additional Important Content 1. **Organizational Agility**: The spin-off is expected to enhance organizational agility, streamline decision-making, and improve accountability [9]. 2. **Customer Focus**: Each company will have the flexibility to optimize its capital structure and align its capabilities with customer needs, enhancing customer intimacy [9][10]. 3. **Cost Structure Management**: KBR aims to minimize stranded costs post-spin, with a focus on maintaining cost-competitiveness and attractive financial profiles for both companies [36][37]. 4. **Market Diversification**: Both businesses have been designed to mitigate cycle risk through diversification across multiple market streams and geographical areas [43][44]. 5. **Future Investor Days**: Dedicated investor days will be held for both New KBR and SpinCo to provide deeper insights into their operations and growth strategies [12][55]. This summary encapsulates the key aspects of KBR's strategic direction, financial performance, and future outlook as discussed in the investor webcast.

Group 1 - Comcast has appointed David Novak as chairman of its upcoming spinoff entity, SpinCo, which will separate from Comcast by the end of the year [1][3] - SpinCo will include major networks such as MSNBC and USA, while Bravo will remain with the parent company [1] - SpinCo is projected to generate $7 billion in annual revenue and will have a reach exceeding 65 million U.S. households [5] Group 2 - David Novak has a strong background in driving growth and value creation, having previously served as CEO of Yum! Brands from 2000 to 2014 [2][3] - Comcast CEO Brian Roberts expressed confidence in Novak's ability to lead SpinCo and work with Mark Lazarus on its long-term strategy [3][4] - Novak's leadership experience includes serving on the boards of various organizations, including JPMorgan Chase and the Lift-a-Life Novak Family Foundation [4]