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Ingersoll-Rand Announces Details for Anticipated Completion of Spin-Off and Subsequent Merger of its Industrial Segment

The spin-off and the previously announced merger are expected to be completed on February 29, 2020.

Ingersoll-Rand plc (NYSE: IR), Swords, Ireland, has announced that it has set a record date of February 24, 2020 for the proposed spin-off of its Industrial segment. The spin-off and the previously announced merger are expected to be completed on February 29, 2020, subject to certain remaining conditions including the approval by the stockholders of Gardner Denver Holdings, Inc. (NYSE: GDI).

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. The distribution will not impact the number of shares held by shareholders in Ingersoll-Rand plc, which is expected to change its name to Trane Technologies plc and its ticker symbol to “TT” following the merger. Immediately following the spin-off, Ingersoll Rand Industrial will merge with a subsidiary of Gardner Denver. In connection with the merger, the Ingersoll Rand Industrial shares would be converted to the right to receive Gardner Denver shares as illustrated in the hypothetical below.

Upon completion of the merger, Ingersoll Rand shareholders are expected to collectively own approximately 50.1% of the shares of Gardner Denver common stock on a fully-diluted basis, and current Gardner Denver stockholders are expected to collectively own approximately 49.9% on a fully-diluted basis.

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