Ingersoll Rand to Acquire SPX FLOW’s Air Treatment Business

• Highly complementary product portfolio of compressed air dryers, filters and other consumables with high attachment rate to core air compressor product offerings
• Attractive growth profile and a strong recurring aftermarket revenue stream (nearly 50% of total revenue) supported by large installed base
• Globally recognized brands aligned with multi-channel, multi-brand strategy
• Strong strategic fit expected to quickly yield adjusted EBITDA margins accretive to the Industrial Technologies and Services (IT&S) segment; meaningful synergy improvements by year three expected to drive adjusted EBITDA margins to greater than 30%
• $525 million purchase price equates to a low double digit multiple of pre-synergy, expected stand-alone 2022 adjusted EBITDA

Ingersoll Rand Inc. (NYSE:IR), a global provider of mission-critical flow creation and industrial solutions, has entered into an agreement to acquire SPX FLOW’s Air Treatment business for approximately $525 million.

With expected revenue of approximately $180 million in 2022, the Air Treatment business is a leading manufacturer of reliable and energy efficient desiccant and refrigerated dryers, filtration systems and purifiers for dehydration in compressed air. The business has manufacturing capabilities in the U.S., Germany and South Korea with nearly 500 employees and goes to market through the highly recognized brands of Hankison®, Pneumatic Products®, Jemaco, Deltech® and Delair®.

“We are excited to welcome the SPX FLOW Air Treatment team into the Ingersoll Rand family,” said Vicente Reynal, chairman and chief executive officer of Ingersoll Rand. “Our customers lean on us to deliver innovative technologies that drive reliability, efficiency, performance and excellence. Compressed air dryer and filtration equipment helps increase the production and process reliability of the compressor and continues our strategy of expanding our product offerings in the broader compressor ecosystem. The business is highly complementary and we expect it to be driven by the same sustainability trends that we see as a tailwind for our compressor business.”

Reynal continued, “Not only does the acquisition add a highly complementary product portfolio, nearly half of its revenue is from recurring aftermarket offerings - one of our critical strategic acquisition criteria. We expect the strong strategic fit to quickly yield adjusted EBITDA margins accretive to the IT&S segment and drive significant synergies that are expected to result in adjusted EBITDA margins greater than 30% by year three.”

“I’d like to thank the team for their dedication in developing a high-quality business and for their commitment to serving customers,” said Marc Michael, president and chief executive officer of SPX FLOW. “Being a part of Ingersoll Rand is an exciting next step for the business.”

The all-cash transaction is expected to close in the fourth quarter upon obtaining required regulatory approvals. Upon transaction close, the SPX FLOW Air Treatment business will join Ingersoll Rand’s IT&S segment.

About Ingersoll Rand Inc.

Ingersoll Rand Inc. (NYSE:IR), 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 intent to acquire Air Dimensions Inc., the expected benefits of the proposed transaction, the timing of the transaction and the outcome of anticipated revenue and synergy opportunities. 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, necessary regulatory approvals of the proposed transaction; adverse effects on the market price of our common stock and on our operating results because of our inability to timely complete, if ever, the proposed transaction; our ability to fully realize the expected benefits of the proposed transaction; negative effects of announcement or consummation of the proposed transaction on the market price of the company’s common stock; significant transaction costs and/or unknown liabilities; general economic and business conditions that may impact the companies in connection with the proposed transaction; unanticipated expenses such as litigation or legal settlement expenses; changes in capital market conditions; the impact of the proposed transaction on the company’s employees, customers and suppliers; and the ability of the companies to successfully integrate operations after the transaction. 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.

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