Ingersoll Rand to divest Industrial segment via spin-off and merger

Ingersoll Rand will transfer its Industrial segment business to a newly formed subsidiary, Ingersoll Rand Industrial, and then distribute shares of that subsidiary to Ingersoll Rand shareholders before merging it with Gardner Denver. This effectively carves out the Industrial business from Ingersoll Rand's remaining Climate (HVAC/refrigeration) business.

“Pursuant to the RMT and subject to the terms and conditions of those definitive agreements, (1) Ingersoll Rand will transfer the Industrial segment of its business (the “Ingersoll Rand Industrial Business”) to Ingersoll Rand Industrial, (2) after which, Ingersoll Rand will cause its shareholders to receive all of the issued and outstanding shares of common stock, $0.01 par value, of SpinCo (the “SpinCo Common Stock”) held by Ingersoll Rand, at Ingersoll Rand’s sole option, pro rata for no consideration or by way of an exchange offer followed by a pro rata, clean-up distribution of unsubscribed shares (the “Distribution”) and (3) immediately after the Distribution, Merger Sub will merge with and into Ingersoll Rand Industrial (the “Merger”)”

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