425 1 form425.htm 425

Filed by Gardner Denver Holdings, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Gardner Denver Holdings, Inc.
SEC File No.: 001-38095
Date: April 30, 2019

           Ingersoll Rand and Gardner Denver: A Compelling Combination  April 30, 2019       
 

 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 (“Ingersoll Rand” and, together with Gardner Denver, the “Companies”). 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 the Companies’ current expectations and are subject to risks and uncertainties, which may cause actual results to differ materially from the Companies’ 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, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transaction, may require conditions, limitations or restrictions in connection with such approvals or 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 ClimateCo achieving revenue and cost synergies; (8) inability of the combined company and ClimateCo 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 and Gardner Denver’s reports filed with the SEC, including Ingersoll Rand and Gardner Denver’s most recent 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. 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.2 
 

 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 generally accepted accounting principles in the United States of America because management believes such measures are useful to investors.The Companies have not reconciled the forward-looking Adjusted EBITDA guidance included in this presentation to the most directly comparable GAAP financial measure because this cannot be done without unreasonable effort due to the high variability, complexity and low visibility with respect to amounts for impairments, restructuring costs, acquisition related expenses, income taxes and other non-cash expenses and adjusting items which are excluded from the calculation of Adjusted EBITDA. For the same reasons, the Companies are unable to address the probable significance of the unavailable information, which could have a potentially unpredictable, and potentially significant, impact on its future GAAP financial results.Certain financial measures and other information have been adjusted for the proposed transaction between Gardner Denver and Ingersoll Rand and transactions related thereto and Ingersoll Rand’s pending acquisition of Precision Flow Systems. When presenting such information, the amounts are identified as “Pro forma.” The Pro forma financial measures are based on preliminary estimates, accounting judgments and currently available information and assumptions that management believes are reasonable. Accordingly, the Pro forma financial data is not necessarily indicative of IndustrialCo’s or ClimateCo’s financial position or results of operations had the transactions described above for which we are giving Pro forma effect actually occurred on the dates indicated.  3 
 

 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 Gardner Denver) and leaders from both companiesPete Stavros, Chairman of the Board (current Chairman of Gardner Denver)Board composed of seven Gardner Denver and three Ingersoll Rand designated directors  Structure &Consideration  Ingersoll Rand Industrial segment to combine with Gardner Denver in a tax efficient transaction valued at approximately$15B– ClimateCo receives $1.9B of cash proceeds and existing Ingersoll Rand shareholders receive approximately 210M1 newly issued IndustrialCo shares valued at $5.8B2Transaction to be structured as Reverse Morris TrustIndustrialCo will be 50.1% owned by existing Ingersoll Rand shareholders, who retain 100% ownership of ClimateCo;Gardner Denver shareholders will retain 49.9% ownership of IndustrialCo  Timing  Expected to close by early 2020Subject to regulatory approvals, Gardner Denver stockholder approval and customary closing conditions  1 Based on Gardner Denver fully diluted share count of 209.1M as of 4/26/19.2 Based on the 5-day VWAP of $27.75 as of 4/26/19.  Transaction Summary 
 

   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 after closing. We expect to incur ~$450M of expense in connection with both achieving these cost synergies and the associated separation.5    Strong Recurring Service and Aftermarket Platform    World-Class Operating Platform Fueled by a Talented Global Workforce    Compelling Value Creation through $250M of Expected Cost Synergieswith Incremental Revenue Growth Opportunities    Enhances End Market Balance and Diversity   ~$6.6BPro Forma Revenue1  ~$1.6BPro FormaAdj. EBITDA1      1 Provides Greater Scale and Reach through Leading Brands and MarketPosition      2      3 Broadens Portfolio of Technologies and Solutions      4      5      6 
 

       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 as-reported 2019E basis.³ Percentage of revenue.⁴ Pending PFS acquisition, expected to close by mid-2019, includes Milton Roy®, LMI®, Haskel®, BuTech®, Dosatron®, YZ Systems®, Williams® and Hartell®.                  Efficient and reliable personal transportation solutions for consumer, golf, commercial, institutional and resort uses; connected cars and digital fleet management systems  Fluid Management (incl. pending PFS acquisition4) (~15%)  Highly engineered air, electric, diaphragm and piston pump technology and specialty metering, dosing and flow control systems and service for water, food & beverage, pharma, chemical, agriculture and other process industries  Power Tools and Material Handling (~10%)  Durable tools, hoists, winches and ergonomic systems for precision fastening, drilling and lifting in assembly, industrial, construction, energy and vehicle service markets    Compression Technologies & Services (~57%)Complete range of centrifugal, reciprocating and rotary air compressor products, systems and services for industrial and manufacturing markets and air separation and process gas applications; comprehensive multi-year service agreements, audits, parts and accessories with a focus on productivity, energy efficiency and performanceClub Car (~18%)                    40%  60%  FY 2018 FY 2018  APAC  EMEA  Americas  Aftermarket  OriginalEquipment 
 

     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 Operating Platform Fueled by a Talented Global Workforce 
 

 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 Aftermarket PlatformWorld-Class Operating Platform Fueled by aTalented Global WorkforceCompelling Value Creation and Margin Expansion through $250M1 of Expected Cost Synergies with Incremental Revenue Growth Opportunities  IndustrialCo:Straightforward Strategy For Increasing Shareholder Value  Straightforward Strategy  1 Anticipated cost synergies of ~$250M that we expect to realize by the end of year 3 after closing. We expect to incur ~$450M of expense in connection with both achieving these cost synergies and the associated separation. 
 

 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 integration team will be working on a wide range of initiatives that will ensure we areprepared to combine effectivelyDo not expect there to be any changes to the day-to-day responsibilities of employees or our operations during this processEquity AwardIntend to grant all employees of the newly combined company – who are not already equity eligible – with an equity award inthe new company, following the close of the transaction  9  Exciting Time to Be Part of Gardner Denver 
 

 Appendix   
 

 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 Ingersoll Rand Industrial common stock in connection with the proposed transaction. Gardner Denver will also file a proxy statement, which will be sent to the Gardner Denver shareholders in connection with their vote required in connection with the proposed transaction. If the transaction is effected in whole or in part via an exchange offer, Ingersoll Rand will also file with the SEC a Schedule TO with respect thereto. INGERSOLL RAND SHAREHOLDERS ARE URGED TO READ THE PROSPECTUS AND/OR INFORMATION STATEMENT THAT WILL BE 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 transactions (when they are available) can be obtained free of charge from the SEC’s website at www.sec.gov, from Gardner Denver by accessing its website at http://www.gardnerdenver.com and from Ingersoll Rand by accessing its website at http://www.ingersollrand.com.NO OFFER OR SOLICITATIONThis 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 document 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.  11