UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 14,
2020
INGERSOLL-RAND
PUBLIC LIMITED COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Ireland
(State or Other Jurisdiction of Incorporation)
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001-34400
(Commission File Number)
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98-0626632
(IRS Employer Identification No.)
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170/175 Lakeview Dr.
Airside Business Park
Swords, Co. Dublin
Ireland 11111
(Address of principal executive offices, including zip
code)
+(353) (0) 18707400
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Ordinary Shares, Par Value $1.00 per Share
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IR
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
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On February 14, 2020, Ingersoll-Rand plc (“Ingersoll Rand”) issued
a press release announcing a record date of February 24, 2020 for
the previously announced spin-off of Ingersoll Rand’s industrial
segment. Subject to the satisfaction or waiver of customary closing
conditions, Ingersoll Rand will distribute all of the shares of
common stock of its wholly owned subsidiary, Ingersoll-Rand U.S.
HoldCo, Inc. (“Ingersoll Rand Industrial”), to Ingersoll Rand
shareholders as of the record date by means of a pro rata
distribution. Immediately following the spin-off, Ingersoll Rand
Industrial will merge with a subsidiary of Gardner Denver Holdings,
Inc. (“Gardner Denver”). In the merger, each share of Ingersoll
Rand Industrial common stock will be converted into the right to
receive a number of shares of Gardner Denver common stock
determined in accordance with the merger agreement.
The spin-off and merger are expected to be completed on February
29, 2020, subject to certain remaining conditions including the
approval by the stockholders of Gardner Denver.
A copy of the press release is filed as Exhibit 99.1 hereto and is
incorporated herein in its entirety by reference.
Additional Information
and Where to Find It
In connection with the proposed transaction, Gardner Denver and
Ingersoll Rand Industrial have filed registration statements with
the Securities and Exchange Commission (the “SEC”) registering
shares of Gardner Denver common stock and Ingersoll Rand Industrial
common stock in connection with the proposed transaction, which
were declared effective by the SEC on January 16, 2020. Gardner
Denver has also filed a proxy statement, which has been sent to the
Gardner Denver shareholders in connection with their vote required
in connection with the proposed transaction. Ingersoll Rand
shareholders are urged to read the prospectus and / or information
statement that are included in the registration statements and any
other relevant documents when they become available, and Gardner
Denver shareholders are urged to read the proxy statement and any
other relevant documents when they become available, because they
will contain important information about Gardner Denver, Ingersoll
Rand Industrial and the proposed transaction. The proxy statement,
prospectus and/or information statement and other documents
relating to the proposed transaction (when they become available)
can be obtained free of charge from the SEC’s website at
www.sec.gov. The proxy statement, prospectus and/or information
statement and other documents (when they are available) are also
available free of charge on Ingersoll Rand’s website at
http://ir.ingersollrand.com/investors/ or on Gardner Denver’s
website at https://investors.gardnerdenver.com/.
No Offer or
Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
This communication is not a solicitation of a proxy from any
security holder of Gardner Denver. However, Ingersoll Rand, Gardner
Denver and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from shareholders of Gardner Denver in connection with the
proposed transaction under the rules of the SEC. Information about
the directors and executive officers of Ingersoll Rand may be found
in its Annual Report on Form 10-K filed with the SEC on February
12, 2019 and its definitive proxy statement relating to its 2019
Annual Meeting of Shareholders filed with the SEC on April 23,
2019. Information about the directors and executive officers of
Gardner Denver may be found in its Annual Report on Form 10-K filed
with the SEC on February 27, 2019, and its definitive proxy
statement relating to its 2019 Annual Meeting of Shareholders filed
with the SEC on March 26, 2019.
Forward-Looking
Statements
This communication contains “forward-looking statements” as that
term is defined in Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended by the Private Securities Litigation Reform Act of 1995,
including statements regarding the proposed transaction between
Ingersoll Rand and Gardner Denver. These forward-looking statements
generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “forecast,” “outlook,”
“target,” “endeavor,” “seek,” “predict,” “intend,” “strategy,”
“plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result,” or the negative thereof or
variations thereon or similar terminology generally intended to
identify forward-looking statements. All statements, other than
historical facts, including, but not limited to, statements
regarding the expected timing and structure of the proposed
transaction, the ability of the parties to complete the proposed
transaction, the expected benefits of the proposed transaction,
including future financial and operating results and strategic
benefits, the tax consequences of the proposed transaction, and the
combined company’s plans, objectives, expectations and intentions,
legal, economic and regulatory conditions, and any assumptions
underlying any of the foregoing, are forward looking
statements.
These forward-looking statements are based on Gardner Denver’s and
Ingersoll Rand’s current expectations and are subject to risks and
uncertainties, which may cause actual results to differ materially
from Gardner Denver’s and Ingersoll Rand’s current expectations.
Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may
vary materially from those indicated or anticipated by such
forward-looking statements. The inclusion of such statements should
not be regarded as a representation that such plans, estimates or
expectations will be achieved. Important factors that could cause
actual results to differ materially from such plans, estimates or
expectations include, among others, (1) that one or more closing
conditions to the transaction may not be satisfied or waived, on a
timely basis or otherwise, including that the required approval by
the stockholders of Gardner Denver may not be obtained; (2) the
risk that the proposed transaction may not be completed on the
terms or in the time frame expected by Ingersoll Rand or Gardner
Denver, or at all, (3) unexpected costs, charges or expenses
resulting from the proposed transaction, (4) uncertainty of the
expected financial performance of the combined company following
completion of the proposed transaction; (5) failure to realize the
anticipated benefits of the proposed transaction, including as a
result of delay in completing the proposed transaction or
integrating the businesses of Gardner Denver and Ingersoll Rand
Industrial, or at all, (6) the ability of the combined company to
implement its business strategy; (7) difficulties and delays in the
combined company and Ingersoll Rand achieving revenue and cost
synergies; (8) inability of the combined company and Ingersoll Rand
to retain and hire key personnel; (9) the occurrence of any event
that could give rise to termination of the proposed transaction;
(10) the risk that stockholder litigation in connection with the
proposed transaction or other settlements or investigations may
affect the timing or occurrence of the proposed transaction or
result in significant costs of defense, indemnification and
liability; (11) evolving legal, regulatory and tax regimes; (12)
changes in general economic and/or industry specific conditions;
(13) actions by third parties, including government agencies; and
(14) other risk factors detailed from time to time in Ingersoll
Rand’s and Gardner Denver’s reports filed with the SEC, including
Ingersoll Rand’s and Gardner Denver’s annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and
other documents filed with the SEC, which are available on the
SEC’s website at http://www.sec.gov. The foregoing list of
important factors is not exclusive.
Any forward-looking statements speak only as of the date of this
communication. Neither Ingersoll Rand nor Gardner Denver undertakes
any obligation to update any forward-looking statements, whether as
a result of new information or development, future events or
otherwise, except as required by law. Readers are cautioned not to
place undue reliance on any of these forward-looking
statements.
Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibit No.
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Description
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Press Release of Ingersoll-Rand plc dated February 14, 2020.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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INGERSOLL-RAND PUBLIC LIMITED COMPANY
(Registrant)
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Date: February 14, 2020
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By:
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/s/ Evan M. Turtz
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Evan M. Turtz
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Senior Vice President, General Counsel and Secretary
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