Ingersoll Rand, Gardner Denver Merger

Gardner Denver Holdings and Ingersoll Rand have entered into a definitive agreement pursuant to which Ingersoll Rand will separate its Industrial segment by way of a spin-off to Ingersoll Rand’s shareholders and then combine it with Gardner Denver, creating IndustrialCo, a global supplier of mission-critical flow creation and industrial technologies. The HVAC and transport refrigeration assets of the current Ingersoll Rand will become ClimateCo, a global provider of climate control solutions for buildings, homes and transportation.

Ingersoll Rand manufactures a range of centrifugal gas compressors used in natural gas gathering and processing, fuel gas boosting and landfill gas applications. Gardner Denver supplies Nash branded rotary vane compressors used in field gas boosting and other applications.

IndustrialCo will be composed of the entirety of Gardner Denver and Ingersoll Rand Industrial, including, subject to closing, Ingersoll Rand’s pending acquisition of Precision Flow Systems (PFS), which is expected to close by mid-2019. Gardner Denver’s CEO, Vicente Reynal, and executives from both companies, will lead IndustrialCo.

IndustrialCo’s management team will be led by current Gardner Denver CEO, Vicente Reynal, and comprise executives from both companies. The board of directors will be led by Gardner Denver Chairman, Peter Stavros, and consist of 10 directors, seven of which will be selected by Gardner Denver’s board and three of which will be selected by Ingersoll Rand’s board of Directors. Following the completion of the transaction, IndustrialCo’s corporate operations will be located in Davidson, North Carolina.

The transaction will be effected through a “Reverse Morris Trust” transaction through which Ingersoll Rand Industrial is expected to be spun-off to Ingersoll Rand shareholders and simultaneously merged with and surviving as a wholly-owned subsidiary of Gardner Denver. The combination will result in existing Ingersoll Rand shareholders owning 50.1% of the combined company, with existing stockholders of Gardner Denver owning 49.9% of the combined company.

The transaction is expected to close by early 2020, subject to approval by Gardner Denver stockholders, regulatory approvals and customary closing conditions.

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