Posted July 19, 2021

Ingersoll Rand makes offer to buy SPX Flow

Ingersoll Rand Inc. has confirmed that the company made an all-cash proposal on June 10 to acquire SPX Flow for $85 per share.

The proposal represents a 37 percent premium over last Friday’s closing price and a premium of approximately 20 percent over SPX Flow’s all-time high closing price.

The SPX Flow board of directors rejected the proposal on June 21 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.

“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.

In rejecting the private offer, the SPX board said the offer significantly undervalues SPX Flow and its future growth prospects and is not in the best interests of the company and its shareholders.

"The Board is confident that the continued successful execution of its strategic plan will deliver greater value to shareholders. The SPX FLOW Board and management team are open to all avenues to deliver shareholder value and remain focused on sustained and profitable growth," according to a company statement.