Deal Closed | Ingersoll-Rand Plc and its Affiliates | Internal Restructuring and Acquisition Advisory

The details of one of the largest global merger transaction is as under

Sector: Manufacturing/Industrials  

Announcement Date: 30-April-2019 

Completion Date : 29-Feb-2020 

Name of Client: Ingersoll Rand (India) Limited 

Name and description of Seller: Ingersoll- Rand plc 

Name and description of Buyer: Gardener Denver Holdings, Inc. 

Deal Description: Khaitan & Co advised Ingersoll-Rand Plc and its affiliates (“Ingersoll”) in the merger of its global industrial business with Gardner Denver Holdings, Inc. (“GDI”) for an aggregate consideration of USD 1.9 billion in cash and a majority stake in the resulting merged entity (“Global Transaction”), including the pre-merger block trade sale by Ingersoll-Rand Company and Ingersoll Rand Industrial US, INC., of the equity shares of Ingersoll Rand (India) Limited (“IR India”). The Global Transaction has resulted in the indirect acquisition of control of IR India, a listed company in India, which required GDI to make an open offer in terms of the Securities and Exchange and Board of India (Substantial Acquisition and Shares and Takeovers) Regulations, 2011.  

Total Consideration: USD 1.9 billion  

Team Members: Ganesh Prasad (Partner), Arindam Ghosh (Partner), Moin Ladha (Partner), Thomas George (Partner), Abhishek Dadoo (Partner), Nagashayana S (Principal Associate), Aniruddha Basu (Senior Associate), Gaurav Malhotra (Senior Associate), and Sharada Krishnamurthy  (Associate) advised Ingersoll with respect to Global Transaction, including acquisition structuring, compliances, and filings under the Indian securities laws.  

Sharad Moudgal (Partner), Abhishek Dadoo (Partner), Gaurav Malhotra (Senior Associate), Srikanth Mantravadi (Senior Associate) and Poorvi Jain (Associate) advised IR India on the open offer made pursuant to the Global Transaction.  

Haigreve Khaitan (Partner), Ganesh Prasad (Partner), and Nagashayana S (Principal Associate) advised the committee of Independent Directors of IR India in making recommendations for the open offer by GDI. 

Role of Firm:  We were responsible for advising Ingersoll and its affilaites with respect to acquisition structuring, compliances and filings under Indian securities laws in connection with the Global Transaction. We were also responsible for advising Ingersoll, IR India and the Independent Directors committee of IR India in connection with the open offer made by GDI. 

Other legal advisors: Legal advisor to GDI- Cyril Amarchand Mangaldas 

Legal advisor to Citi Group Global Markets India Private Limited- J. Sagar Associates 

Unique Feature of Transaction: The Global Transaction has resulted in creating a global leader in mission-critical flow creation and industrial technologies.