Ingersoll Rand Inc. · NYSE:IR
Ingersoll Rand — Gardner Denver Holdings — Merger or Acquisition (April 2019)
11 slides from Ingersoll Rand's merger presentation, Apr 30, 2019
Slide 1: Ingersoll Rand and Gardner Denver: A Compelling Combination
Ingersoll Rand and Gardner Denver: A Compelling Combination April 30, 2019
Slide 2: Forward-Looking Statements
Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction between Gardner Denver Holdings, Inc. (“Gardner Denver”) and Ingersoll-Rand plc (“Ing
Slide 3: Non-GAAP Financials
Non-GAAP Financials Included in this presentation are certain non-GAAP financial measures, including EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Operating Margin, and Organic Revenue, designed to supplement, and not substitute for, the financial information presented in accordance with
Slide 4: IndustrialCo transaction summary: name, management, structure and consideration
4 IndustrialCo Name:Intends to take Ingersoll Rand name and listing (NYSE: IR)Combined Ingersoll Rand Industrial segment (including pending acquisition of PFS) and Gardner DenverOperates a diverse portfolio of iconic brands, including Gardner DenverManagement:Vicente Reynal, CEO (current CEO of Gard
Slide 5: IndustrialCo: Diversified Global Leader in Mission-Critical Flow Creation and Industrial Products
IndustrialCo:Diversified Global Leader in Mission-Critical Flow Creation and Industrial Products 1 Presented on a 2019E basis. Pro forma for pending Precision Flow Systems (“PFS”) acquisition. EBITDA is pro forma for anticipated cost synergies of ~$250M that we expect to realize by the end of year 3
Slide 6: Ingersoll Rand Industrial is a Highly Strategic and Additive Asset-Rich Portfolio
24% 17% 59% Ingersoll Rand Industrial is a Highly Strategic and Additive Asset-Rich Portfolio 6 Key Financial Metrics (FY 2019E)1,2 Business Highlights Revenue ~$3.8B Adj. EBITDA ~$0.7B Adj. EBITDA Margin ~18% Geographic Mix1,3 Revenue Mix1 1 Pro forma for pending PFS acquisition.2 Presented on an a
Slide 7: World-Class Operating Platform Fueled by a Talented Global Workforce
7 Servicing Customer Needs with Highly Engaged Performance CultureUnderpinned by World-Class Operating Platforms 1 2 3 4 Drive innovation and productivity Proven & unique system to accelerate profit growth Committed to sustainability and energy efficiency Focus on employee engagement World-Class Ope
Slide 8: IndustrialCo: Straightforward Strategy For Increasing Shareholder Value
8 Deploy Talent Expand Margins Accelerate Growth Allocate Capital Effectively Creating Shareholder Value... Provides Greater Scale and Reach through Leading Brands and Market PositionEnhances End Market Balance and DiversityBroadens Portfolio of Technologies and SolutionsStrong Recurring Service and
Slide 9: Next Steps
Next Steps ProcessJust the first step in what will be a long processUntil closing both companies will continue to operate independentlyEssential that everyone remains focused on continuing to deliver the critical products, service and technologies customers depend onOver the next several months, an
Slide 10: Appendix
Appendix
Slide 11: Important Additional Info and No Offer or Solicitation
Important Additional Info and No Offer or Solicitation IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND ITIn connection with the proposed transaction, Gardner Denver and Ingersoll Rand Industrial will file registration statements with the SEC registering shares of Gardner Denver common stock and I
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