Ingersoll Rand to Acquire Roots from Chart Industries

• Adds long-standing premium brand with complementary low-pressure compression and vacuum technologies

• Enhances capabilities to serve high growth, sustainable end markets including green steel

• Attractive low teens Adjusted EBITDA purchase multiple which is expected to be reduced to mid-single digits by year three of ownership

DAVIDSON, N.C., June 12, 2023--(BUSINESS WIRE)--Ingersoll Rand Inc. (NYSE:IR), a global provider of mission-critical flow creation and industrial solutions, has entered into a definitive agreement to acquire Howden Roots LLC ("Roots") from Chart Industries, Inc. (NYSE: GTLS) for an all-cash purchase price of approximately $300 million.

Roots is a leading provider of low-pressure compression and vacuum technologies. The business goes to market under the widely recognized Roots brand, which was founded in 1854. Roots has approximately $115 million in revenue and an established installed base that supports a strong aftermarket business model.

"We have long admired Roots and are thrilled to add this iconic brand to our portfolio. This complementary acquisition expands our low-pressure compression and vacuum product offerings and adds centrifugal compression capabilities," said Vicente Reynal, chairman and chief executive officer of Ingersoll Rand. "Additionally, Roots’ focus on enabling critical applications to advance a more sustainable world aligns with Ingersoll Rand’s commitment to Make Life Better. I am especially excited about Roots’ differentiated expertise in green steel and the opportunities that creates for other parts of our business."

Reynal continued, "This acquisition further demonstrates our ability to execute on our robust M&A funnel. We expect the strong strategic fit and the deployment of Ingersoll Rand Execution Excellence (IRX) to yield Adjusted EBITDA margins greater than 30% by year 3."

"Ingersoll Rand is an excellent home for Roots," stated Jill Evanko, chief executive officer and president of Chart Industries. "Ingersoll Rand’s multi-channel, multi-brand strategy ensures continuation of the Roots brand and their ownership mindset and model will benefit the Roots employees."

This acquisition is expected to close in the third quarter 2023 upon obtaining required regulatory approvals. Upon close, Roots will join Ingersoll Rand’s IT&S segment.

Citi is serving as financial advisor and Simpson Thacher & Bartlett LLP is serving as legal counsel to Ingersoll Rand. BofA Securities is serving as financial advisor and Winston & Strawn LLP is serving as legal counsel to Chart Industries.

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.

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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Contacts

Investors:
Matthew Fort
matthew.fort@irco.com