Filed by Ingersoll-Rand Company Limited
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: Trane Inc.
Commission File No.: 1-11415
This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements relating to anticipated financial and operating results, the companies plans, objectives, expectations and intentions and other statements including words such as anticipate, believe, plan, estimate, expect, intend, will, should, may, and other similar expressions. Such statements are based upon the current beliefs and expectations of the management of Ingersoll-Rand Company Limited (IR) and Trane Inc. (Trane) and involve a number of significant risks and uncertainties. Actual results may differ materially from the results anticipated in these forward-looking statements. The following factors, among others, could cause or contribute to such material differences: failure to satisfy any of the conditions of closing, including the failure to obtain Trane stockholder approval; the risks that IRs and Tranes businesses will not be integrated successfully; the risk that IR and Trane will not realize estimated cost savings and synergies; costs relating to the proposed transaction; disruption from the transaction making it more difficult to maintain relationships with customers, employees, distributors or suppliers; the level of end market activity in IRs and Tranes commercial and residential market; weather conditions that could negatively or positively affect business and results of operations; additional developments which may occur that could affect the IRs or Tranes estimate of asbestos liabilities and recoveries; unpredictable difficulties or delays in the development of new product technology; fluctuations in pricing of our products, the competitive environment and related market conditions; changes in law or different interpretations of laws that may affect Tranes or IRs expected effective tax rate; increased regulation and related litigation; access to capital; and actions of domestic and foreign governments. Additional factors that could cause IRs and Tranes results to differ materially from those described in the forward-looking statements can be found in the 2006 Annual Report on Form 10-K of IR and the 2006 Annual Report on Form 10-K of Trane filed with the Securities and Exchange Commission (the SEC) and available at the SECs Internet site (http://www.sec.gov). Neither IR nor Trane undertakes any obligation to update any forward-looking statements to reflect circumstances or events that occur after the date on which such statements were made.
This communication is being made in respect of the proposed merger transaction involving IR, Trane and Indian Merger Sub, Inc. In connection with the proposed transaction, IR will file with the SEC a registration statement on Form S-4 and Trane will mail a proxy statement/prospectus to its stockholders, and each will be filing other documents regarding the proposed transaction with the SEC as well. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final proxy statement/prospectus will be mailed to Tranes stockholders. Stockholders will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about IR and Trane, without charge, at the SECs Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to Ingersoll-Rand Company Limited, P.O. Box 0445, 155 Chestnut Ridge Road, Montvale, NJ 07645 Attention: Investor
Relations, (201) 573-0123, or to Trane Inc., One Centennial Avenue, Piscataway, NJ 08855 Attention: Investor Relations, (732) 980-6125.
IR, Trane and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding IRs directors and executive officers is available in IRs proxy statement for its 2007 annual meeting of stockholders and IRs 2006 Annual Report on Form 10-K, which were filed with the SEC on April 23, 2007 and March 1, 2007, respectively, and information regarding Tranes directors and executive officers is available in Tranes proxy statement for its 2007 annual meeting of stockholders and Tranes 2006 Annual Report on Form 10-K, which were filed with the SEC on March 23, 2007 and February 26, 2007, respectively. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
The following is a presentation made to Trane employees on December 18, 2007.
***
The Next Chapter in Our Success Story Global Town Hall Meeting |
2 Next Chapter of Success This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements relating to anticipated financial and operating results, the companies plans, objectives, expectations and intentions and other statements including words such as anticipate, believe, plan, estimate, expect, intend, will, should, may, and other similar expressions. Such statements are based upon the current beliefs and expectations of the management of
Ingersoll-Rand Company Limited (IR) and Trane Inc. (Trane) and involve a number of significant risks and uncertainties. Actual results may differ materially from the results anticipated in these forward looking statements. The following factors, among others, could cause or contribute to such material differences: failure to satisfy any of the conditions of closing, including the failure to obtain Trane stockholder approval; the risks that IRs and Tranes businesses will not be integrated successfully; the risk that IR and Trane will not realize estimated cost savings and synergies; costs relating to the proposed transaction; disruption from the transaction making it more difficult to maintain relationships with customers employees, distributors or suppliers the level of end market activity in IRs and Tranes commercial an d residential market; weather conditions that could negatively or positively affect business and results of operations; additional developments which may occur that could affect the IRs or Tranes estimate of asbestos liabilities and recoveries; unpredictable difficulties or delays in the development of new product technology; fluctuations in pricing of our products, the competitive environment and related market conditions; changes in law or different interpretations of laws that may affect Trane's or IR's expected effective tax rate; increased regulation and related litigation; access to capital; and actions of domestic and foreign governments. Additional factors that could cause IRs and Tranes results to differ materially from those described in the forward- looking statements can be found in the 2006 Annual Report on Form 10-K of IR and the 2006 Annual Report on
Form 10-K of Trane filed with the Securities and Exchange Commission
(the SEC) and available at the SECs Internet site (http://www.sec.gov). Neither IR nor Trane undertakes any obligation to update any forward-looking statements to reflect circumstances or events that occur after the date on which such statements were made. This communication is being made in respect of the proposed merger transaction involving IR, Trane and Indian Merger Sub, Inc. In connection with the proposed transaction, IR will file with the SEC a registration statement on Form S-4
and Trane will mail a proxy statement/prospectus to its stockholders, and
each will be filing other documents regarding the proposed transaction with the SEC as well. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE
PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final proxy statement/prospectus will be mailed to Tranes stockholders. Stockholders will be able to obtain a free copy of the proxy statement/prospectus, as
well as other filings containing information about IR and Trane, without charge, at the SECs Internet site (http://www.sec.gov). Copies of the proxy
statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by
directing a request to Ingersoll-Rand Company Limited, P.O. Box 0445,
155 Chestnut Ridge Road, Montvale, NJ 07645 Attention: Investor Relations, (201) 573-0123, or to Trane Inc., One Centennial Avenue, Piscataway, NJ 08855 Attention: Investor Relations, (732) 980-6125.
IR, Trane and their respective directors and executive officers and other persons
may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding IRs directors and executive officers is available in IRs proxy statement for its 2007 annual meeting of stockholders and IRs 2006 Annual Report on Form 10-K, which were filed with the SEC on April 23, 2007 and March 1, 2007, respectively, and information regarding Tranes directors and executive officers is available in Tranes
proxy statement for its 2007 annual meeting of stockholders and Tranes 2006 Annual Report on Form 10-K, which were filed with the SEC on March 23, 2007 and
February 26, 2007, respectively. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they
become available. *** |
3 Next Chapter of Success Agenda Discuss todays news Introduce Ingersoll Rand Explore the strategic value of the combined company Share our vision of the future together Questions and answers |
4 Next Chapter of Success Combining two great companies to create a premier global diversified industrial company! Continuing our journeys
. together |
5 Next Chapter of Success The transaction Effective early 2008, pending shareholder approval and government clearances All worldwide assets All worldwide operations Commercial and Residential businesses |
6 Next Chapter of Success Introduction to Ingersoll Rand |
7 Next Chapter of Success Ingersoll Rand facts Operate in every major geographic region $8+ billion diversified industrial company ~35,000 employees worldwide 80 manufacturing facilities worldwide Strategic brands are #1 or #2 in their markets |
8 Next Chapter of Success Powerful market leading brands #1 N. America lock and door hardware #1 Worldwide golf cars #1 N. America retail display cases #1 N. American service provider #1 Worldwide transport refrigeration #1 N. America air compressors, air tools #1 or #2 in Major Markets |
9 Next Chapter of Success Formative years 1871 Simon Ingersoll and the Rand brothers separately launch businesses based on new rock-drill technologies 1905 June 1 , Ingersoll-Sergeant Drill Company merges with the Rand Drill Company to form Ingersoll-Rand Company 1906 Listed on the New York Stock Exchange 1910 Paid first annual dividends on common shares
st |
10 Next Chapter of Success Hoover Dam A legacy of progress Panama Canal NY City Subway System Ports & harbors Bridges Tunnels Roads & highways Manufacturing Petrochemical processing Coal and precious mining production Food & beverage production Security Electrical utilities Agriculture Construction Major Engineering Projects |
11 Next Chapter of Success Charting a new course Heavy Machinery Deep Cyclical Engineered Products Product-centric Match GDP Growth Change Averse Low Tech Disconnected Businesses Diversified Industrial Balanced Across the Cycle Commercial Businesses Customer Focused Outpacing Market Growth Change Culture Innovative, Visionary Leveraged Enterprise Old Ingersoll Rand New Ingersoll Rand |
12 Next Chapter of Success Portfolio transformation 2000 through 2007 Strengthened core businesses Divested non-core operations ($6.5 Billion revenues) Pumps Bearings Drills Dresser-Rand Road Development Bobcat, Utility Equipment and Attachments Made 65 acquisitions since 2000 ($3 Billion revenues) Trane represents a major milestone in our successful transformation |
13 Next Chapter of Success Earnings Per Share Cyclical Machinery Diversified Industrial -$1.00 -$0.50 $0.00 $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 $3.50 $4.00 90 00 06 07 $4.50 2007 FC $3.55-$3.60 EPS Target: 12-15% YOY Growth Improved Earnings Performance |
14 Next Chapter of Success Ingersoll Rands values Integrity We act in the highest legal and ethical standards in everything we do. Respect We communicate and act in ways that respect and value the worth of all people, cultures, viewpoints and backgrounds. Teamwork We work together and share resources to provide greater value to our customers, employees, business partners and shareholders. Innovation We use our diverse skills, talents and ideas to develop innovative, imaginative and creative solutions to challenges. Courage We speak up for what is right and take measured risks so our company can thrive. |
15 Next Chapter of Success Ingersoll Rands commitment We inspire progress by unleashing the potential in people and technologies. We help people tackle difficult challenges and handle routine yet critical tasks with efficiency and speed. Our products and services enable customers to achieve real progress and create a positive impact in their world. A Passion for Progress |
16 Next Chapter of Success Dramatic Growth
by focusing on innovative solutions for our customers Operational Excellence... by pursuing continuous improvement in all our operations Dual Citizenship
by leveraging enterprise-wide strengths We are dedicated to driving Shareholder Value by achieving: Ingersoll Rands vision |
17 Next Chapter of Success Innovation Recurring Revenue Growth (Services and Aftermarket) Acquisitions Channel Development / Expansion Dramatic Growth Focused on pursuing global growth through four key areas of focus: |
18 Next Chapter of Success Formalized Business Operating System supporting continuous improvement Optimizing processes using Lean Six Sigma tools Enterprise Focus Areas driving repeatable results across business processes Strategic Management Global Leadership Customer Value Innovation Life Cycle Management World Class Operations Operational Excellence |
19 Next Chapter of Success Dual Citizenship Sharing knowledge, best practices, and resources company-wide Utilizing cross-business councils in virtually all business disciplines Promoting talent movement across business units, regions, and functions Enabling a One Ingersoll Rand Culture |
20 Next Chapter of Success Leadership College Sales College Marketing College Ingersoll Rand University Ingersoll Rand University Curriculum Curriculum Operational Excellence College Core Business Skills |
21 Next Chapter of Success Ingersoll Rands business structure today Climate Control Technologies Industrial Technologies Security Technologies Club Car (Golf Cars And Utility Vehicles) Hussmann (Stationary Refrigeration) Thermo King (Transport Refrigeration) Ingersoll Rand (Air Solutions, Tools, Energy Systems and Material Handling) Sectors Primary Brands & Businesses Multiple Brands (Exit Devices, Door Closers, Biometric Access Control, Integrated Systems) Schlage (Mechanical And Electronic Locks) |
22 Next Chapter of Success Global corporate and shared service operations Dublin Prague Bangalore Davidson Montvale Shanghai |
23 Next Chapter of Success Climate Control Technologies 2006 Revenues: $3.17 Billion Employees: 12,300 Manufacturing Locations: 25 Markets: Supermarkets and convenience stores Perishable-goods transportation Bus and rail air conditioning HVAC Technologies to control the integrity of environments and perishable goods |
24 Next Chapter of Success Truck and trailer refrigeration Auxiliary power units Bus and rail air conditioning Sea-going container refrigeration Climate Control Technologies |
25 Next Chapter of Success Refrigerated display cases HVAC equipment Light commercial service Climate Control Technologies |
26 Next Chapter of Success All of the activities and processes necessary to preserve foods and perishables from their point of origin through their point of consumption or use. Cold Chain Food Harvest Vending & Logistics Mgmt End-Use Food Service End-Use Retail Large Warehousing Food Processing Transport Transport Transport |
27 Next Chapter of Success Technologies to improve the productivity, efficiency, and profitability of commercial and industrial operations 2006 Revenues: $2.58 Billion Employees: 8,800 Manufacturing Locations: 23 Markets: Manufacturing processes Industrial operations Golf and recreation Energy management Industrial Technologies |
28 Next Chapter of Success Tools and material-handling equipment Air and gas compressors Golf cars and utility vehicles Microturbines Industrial Technologies |
29 Next Chapter of Success Technologies to enhance the security and safety of residential, commercial and institutional properties, protect assets and improve workplace productivity 2006 Revenues: $2.29 Billion Employees: 11,800 Manufacturing Locations: 33 Markets: Residential and multi-family housing Commercial, institutional and government facilities DIY, Big-box Architectural design and remodeling Security Technologies |
30 Next Chapter of Success Mechanical and electronic locks Biometric and access control technologies Security and scheduling software Security integration and services Security Technologies |
31 Next Chapter of Success The combined company $17 billion in projected annual revenues; $11+ billion revenues in the global climate control market Expanded product and service offerings for climate control markets Increased scale and global presence Enhanced innovation and new product development capabilities Stronger competitive position in our markets |
32 Next Chapter of Success A strong strategic fit A leading climate control business for the 21 century Shared industry expertise Commitment to leadership in climate control markets Complementary products and services with no overlap Both market leaders in respective core products Similar heritage of innovation and success Prepared to meet the growing global demand for climate control solutions st |
33 Next Chapter of Success Complementary products Air conditioning systems and services Building controls Commercial and residential HVAC Truck, trailer and sea container refrigeration equipment Refrigerated retail displays and stationary refrigeration Bus and rail HVAC |
34 Next Chapter of Success Expanding customer value Broader line of products and services End-to-end solutions across the cold chain Expanded global presence Positioned to participate in emerging-market growth Enhanced service network Immediate opportunities in light-commercial services Broader technology base to drive innovation Climate quality, energy efficiency, alternative refrigerants
|
35 Next Chapter of Success The new Ingersoll Rand Climate Control Technologies Industrial Technologies Security Technologies Trane Residential Trane Commercial ~$11 Billion ~$3 Billion ~$3 Billion *2008 Pro Forma |
36 Next Chapter of Success What to expect Operate Commercial and Residential businesses as separate units within Ingersoll Rand Run corporate and shared service functions consistent with Ingersoll Rands multi-site approach Identify cross-selling and service revenue synergies Identify material, supplier, procurement, manufacturing and administrative efficiencies Communicate frequently using multiple channels and methods |
37 Next Chapter of Success Whats next? Shareholder approval Government reviews Transition period Joint integration teams |
Creating a premier global organization! |