Ingersoll Rand Confirms Unsolicited Offer for SPX Flow Was Rejected

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DAVIDSON, N.C.--()--Ingersoll Rand Inc. (NYSE:IR), a global provider of mission-critical flow creation and industrial solutions, has confirmed that on June 10, 2021, it made an all-cash non-binding proposal to the Board of Directors of SPX Flow, Inc. (NYSE:FLOW) to acquire SPX Flow for $85 per share (the “Proposal”). The Proposal represents a 37% premium over last Friday’s closing price and a premium of approximately 20% over SPX Flow’s all-time high closing price.

On June 21, 2021, the SPX Flow Board of Directors rejected the Proposal and declined Ingersoll Rand’s request to engage in constructive dialogue, despite Ingersoll Rand’s willingness to enter into a customary standstill and non-disclosure agreement. This follows the rejection by SPX Flow of a prior offer by Ingersoll Rand of $81.50 per share made on May 27, 2021.

The Proposal represents an attractive premium that Ingersoll Rand believes reflects the full value of the financial targets set by SPX Flow at its Investor Day on March 11, 2021, and mitigates potential execution risk by providing SPX Flow shareholders with immediate and certain cash value. Ingersoll Rand is confident that a definitive agreement could be completed in short order and without a financing contingency.

“We believe that SPX Flow has a strong strategic fit with Ingersoll Rand, including a resulting enhanced broad spectrum of complementary flow creation technologies, and that a combination presents a compelling value creation opportunity for the employees, customers and shareholders of both companies. While we had hoped to complete a transaction privately, we remain committed to engaging with SPX Flow on a friendly basis and in a constructive and collaborative manner. To be clear, while we believe that SPX Flow is a strong strategic fit with Ingersoll Rand, we will be disciplined in our approach and not stray from our demonstrated commitment to pursuing accretive transactions that present significant, additional post-synergy value creation opportunities,” said Vicente Reynal, Ingersoll Rand President and Chief Executive Officer.

There can be no assurance that the Proposal will result in a definitive agreement, or that the proposed transaction or any other transaction will be approved or consummated. Ingersoll Rand has no obligation to comment on the Proposal or further developments regarding the Proposal unless it deems further disclosure is appropriate or required.

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