Item 8.01 Other Events.
On
The spin-off and merger are expected to be completed on
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
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
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.
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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
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 Financial Statements and Exhibits.
(d) Exhibit No. Description 99.1 Press Release ofIngersoll-Rand plc datedFebruary 14, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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