Ingersoll Rand Confirms All-Cash Private Offer Made To SPX Flow

Ingersoll Rand Inc. (NYSE:IR), a global provider of mission-critical flow creation and industrial solutions, today confirmed that on June 10, 2021, it made an all-cash non-binding proposal to the Board of Directors of SPX Flow, Inc.
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Ingersoll Rand Inc. (IR) - Get Ingersoll-Rand Plc (IR) Report, a global provider of mission-critical flow creation and industrial solutions, today confirmed that on June 10, 2021, it made an all-cash non-binding proposal to the Board of Directors of SPX Flow, Inc. (FLOW) - Get SPX Flow, Inc. Report 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.

About Ingersoll Rand Inc.

Ingersoll Rand Inc. (IR) - Get Ingersoll-Rand Plc (IR) Report, driven by an entrepreneurial spirit and ownership mindset, is dedicated to helping make life better for our employees, customers and communities. Customers lean on us for our technology-driven excellence in mission-critical flow creation and industrial solutions across 40+ respected brands where our products and services excel in the most complex and harsh conditions. Our employees develop customers for life through their daily commitment to expertise, productivity and efficiency. For more information, visit www.IRCO.com.

Forward-Looking Statements

This news release 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 but not limited to, statements that relate to our proposal to acquire SPX Flow (FLOW) - Get SPX Flow, Inc. Report. These forward-looking statements are based on Ingersoll Rand's current expectations and are subject to risks and uncertainties, which may cause actual results to differ materially from these current expectations. Such risks and uncertainties, include, but are not limited to: our ability to timely obtain, if ever, a definitive agreement, or that the proposed transaction or any other transaction will be approved or consummated; adverse effects on the market price of our common stock and on our operating results because the proposal does not result in a definitive agreement, or that the proposed transaction or any other transaction will be approved or consummated; negative effects of the proposal on the market price of our common stock; significant transaction costs and/or unknown liabilities; general economic and business conditions that may impact the companies in connection with the proposal; unanticipated expenses such as litigation or legal settlement expenses; changes in capital market conditions; and the impact of the proposal on our employees, customers and suppliers. 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. Additional factors that could cause Ingersoll Rand's results to differ materially from those described in the forward-looking statements can be found under the section entitled "Risk Factors" in its most recent annual report on Form 10-K filed with the Securities and Exchange Commission ("SEC"), as such factors may be updated from time to time in its periodic filings with the SEC, which are accessible on the SEC's website at www.sec.gov. The foregoing list of important factors is not exclusive.

Any forward-looking statements speak only as of the date of this release. Ingersoll Rand undertakes no 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.

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