Deal Details

Gardner Denver Merges with Ingersoll Rand

Industrial

Gardner Denver merger with Industrial Segment of Ingersoll Rand

Summary

Gardner Denver Holdings, Inc. (“Gardner Denver” or the “Company”) recently completed its merger with the Industrial segment of Ingersoll-Rand plc (“Ingersoll Rand Industrial”). The newly combined company is now named “Ingersoll Rand Inc.” (“Ingersoll Rand”), with Ingersoll Rand plc now operating as Trane Technologies plc (“Trane Technologies” or “Trane”). In a Reverse-Morris Trust transaction, Ingersoll-Rand plc separated Ingersoll Rand Industrial by way of a spin-off to existing shareholders and then combined it with Gardner Denver (“IndustrialCo”), creating a premier flow control and industrial technology platform with an enterprise value of approximately $15 billion at the time of the transaction announcement.

Baird advised Gardner Denver Holdings, Inc. and provided a fairness opinion to the board of directors of Gardner Denver.

About

Under the terms of the agreement, Ingersoll-Rand plc received $1.9 billion in cash from Ingersoll Rand Industrial that was funded by newly-issued debt assumed by Gardner Denver in the merger. Existing Ingersoll-Rand plc shareholders received 50.1% of the shares of IndustrialCo on a fully diluted basis, valued at approximately $5.8 billion at the time the transaction announcement. Existing Gardner Denver shareholders retained 49.9% of the shares of IndustrialCo on a fully diluted basis. The transaction was tax-free to Ingersoll-Rand plc and Gardner Denver’s respective shareholders for United States federal income tax purposes.

Gardner Denver was a global provider of mission-critical flow control and compression equipment and associated aftermarket parts, consumables and services to the industrial, energy and medical markets. The Company was headquartered in Milwaukee, Wisconsin.

Ingersoll Rand Industrial was a global provider of compression equipment, transportation vehicles and mission-critical flow control products to industrial and energy end markets. Ingersoll Rand Industrial was comprised of its Compressor Systems, Club Car, Power Tools, Fluid Management, Material Handling and Precision Flow Systems businesses. Ingersoll Rand Industrial was headquartered in Davidson, North Carolina.

Ingersoll Rand is a global market leader with a broad range of innovative and mission-critical air, fluid, energy, medical and specialty vehicle solutions. With over 40 respected brands, Ingersoll Rand operates through four reportable segments, including Industrial Technologies and Services, Precision and Science Technologies, High Pressure Solutions and Specialty Vehicle Technologies. Ingersoll Rand has over 16,000 employees worldwide and is headquartered in Milwaukee, Wisconsin.

Trane Technologies is a global climate innovator that operates under the brands Trane and Thermo King. Trane offers an environmentally responsible portfolio of products and services and sustainable climate solutions to buildings, homes and transportation and has over 36,000 employees worldwide. Trane Technologies is headquartered in Swords, Ireland.

Industrial

Gardner Denver merger with Industrial Segment of Ingersoll Rand