Ingersoll Rand Recommends Rejection of TRC Capital’s “Mini-Tender” Offer

Rhea-AI Summary

Ingersoll Rand (NYSE: IR) has issued a warning against an unsolicited 'mini-tender' offer from TRC Capital Investment TRC Capital is attempting to purchase up to 1,500,000 shares of IR's common stock at $77.50 per share, which is approximately 4.27% below the March 21, 2025 closing price of $80.96 and 2.43% below the March 28, 2025 closing price of $79.43.

The company strongly recommends shareholders reject this mini-tender offer, which seeks to acquire less than 5% of outstanding shares, thereby avoiding SEC disclosure requirements and investor protections. The offer expires on April 23, 2025. Ingersoll Rand emphasizes that shareholders who have already tendered their shares can withdraw them following the procedures outlined in TRC Capital's offer documents.

Positive

• None.

Negative

• Unsolicited mini-tender offer attempts to purchase shares below market value
• Offer price is 4.27% below recent market price, potentially disadvantaging shareholders
• Mini-tender structure bypasses important SEC investor protection requirements

Insights

Corporate Securities Analyst

Ingersoll Rand's warning about TRC Capital's mini-tender offer represents a protective measure for shareholders against a potentially disadvantageous proposition. The offer price of $77.50 per share sits 2.43% below recent market value, creating an immediate red flag.

Mini-tender offers like this one purposefully target less than 5% of outstanding shares to circumvent SEC disclosure requirements and investor protections. TRC Capital has a documented history of employing this tactic across multiple publicly traded companies, systematically approaching retail investors who may not recognize they're selling at a substantial discount.

The timing is particularly noteworthy as it comes during a period when IR's share price has shown some volatility, dropping from $80.96 on March 21 to $79.43 by March 28. This volatility creates an environment where investors might be more susceptible to accepting below-market offers.

Ingersoll Rand's response follows best governance practices by explicitly disassociating from the offer, directing shareholders to SEC resources, and providing clear instructions for those who may have already tendered shares. This transparent approach to shareholder protection aligns with fiduciary responsibility but doesn't materially impact the company's financial position or operations.

DAVIDSON, N.C., March 31, 2025 (GLOBE NEWSWIRE) -- Ingersoll Rand Inc. (NYSE: IR), a global provider of mission-critical flow creation and life sciences and industrial solutions, today announced that it received notice of an unsolicited “mini-tender” offer by TRC Capital Investment Corporation (TRC Capital) to purchase up to 1,500,00 shares of Ingersoll Rand’s common stock at $77.50 per share. The offer price is approximately 4.27% below the closing price of the company’s common stock on The New York Stock Exchange on March 21, 2025 ($80.96), the last trading day before the date of the offer. The offer price is also approximately 2.43% below the closing price of Ingersoll Rand’s common stock on March 28, 2025 ($79.43), the business day prior to this release.

Ingersoll Rand does not endorse TRC Capital’s offer and is not associated in any way with TRC Capital, its mini-tender offer or the offer documentation.

Ingersoll Rand recommends that its stockholders reject the offer and not tender their shares in response to TRC Capital’s unsolicited mini-tender offer. This mini-tender offer is at a price below the closing price for the company’s shares (as of the business day prior to this release) and is subject to numerous conditions.

TRC Capital has made similar unsolicited mini-tender offers for shares of other publicly traded companies. Mini-tender offers seek to acquire less than 5% of a company’s outstanding shares. This strategy enables the offering company to avoid many of the disclosure and procedural requirements that the U.S. Securities and Exchange Commission (SEC) requires for tender offers. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under U.S. federal securities laws.

The SEC’s website contains important tips for investors regarding mini-tender offers, available at: https://www.sec.gov/about/reports-publications/investorpubsminitend. The SEC’s website advises that mini tender-offers are frequently used to catch investors “off guard” and that investors may end up selling securities at below-market prices.

Similar to TRC Capital’s mini-tender offers targeted at other companies, these offers put individual investors at risk because they may not realize they are selling their shares at a discount. The offer is also subject to certain conditions. Ingersoll Rand urges stockholders to obtain current stock quotes for their shares of company common stock, to review the terms and conditions of the offer, to consult with their brokers or financial advisers, and to exercise caution with respect to TRC Capital’s mini-tender offer.

Ingersoll Rand stockholders who have already tendered their shares are advised they may withdraw their shares by following the procedures for withdrawal described in the TRC Capital offer documents prior to the expiration of the offer, which is currently scheduled for one minute after 11:59 p.m., New York City Time, on April 23, 2025.

Additionally, Ingersoll Rand encourages brokers, dealers, and other investors to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure, available at: https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

Ingersoll Rand requests that a copy of this news release be included with all distribution of materials related to TRC Capital’s offer for shares of Ingersoll Rand’s common stock.

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements related to expectations of Ingersoll Rand Inc. (the “Company” or “Ingersoll Rand”) regarding the performance of its business, its financial results, its liquidity and capital resources and other non-historical statements. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “on track to” “will continue,” “will likely result,” “guidance” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements other than historical facts are forward-looking statements.

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. 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. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) adverse impact on our operations and financial performance due to geopolitical tensions, natural disaster, catastrophe, global pandemics, cyber events, or other events outside of our control; (2) unexpected costs, charges or expenses resulting from completed and proposed business combinations; (3) uncertainty of the expected financial performance of the Company; (4) failure to realize the anticipated benefits of completed and proposed business combinations; (5) the ability of the Company to implement its business strategy; (6) difficulties and delays in achieving revenue and cost synergies; (7) inability of the Company to retain and hire key personnel; (8) evolving legal, regulatory and tax regimes; (9) changes in general economic and/or industry specific conditions; (10) actions by third parties, including government agencies; and (11) other risk factors detailed in Ingersoll Rand’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”), as such factors may be updated from time to time in its periodic filings with the SEC, which are available on the SEC’s website at http://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 developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

About Ingersoll Rand Inc.

Ingersoll Rand Inc. (NYSE:IR), driven by an entrepreneurial spirit and ownership mindset, is dedicated to Making Life Better for our employees, customers, shareholders, and planet. Customers lean on us for exceptional performance and durability in mission-critical flow creation and life sciences and industrial solutions. Supported by over 80+ respected brands, 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.

Contacts:
Investor Relations:
Matthew Fort
Matthew.Fort@irco.com
Media:
Sara Hassell
Sara.Hassell@irco.com

FAQ

What is TRC Capital's mini-tender offer price for Ingersoll Rand (IR) shares?

TRC Capital is offering $77.50 per share, which is 4.27% below IR's March 21, 2025 closing price of $80.96.

When does TRC Capital's mini-tender offer for Ingersoll Rand (IR) expire?

The offer expires one minute after 11:59 p.m., New York City Time, on April 23, 2025.

How many shares is TRC Capital attempting to purchase in their IR mini-tender offer?

TRC Capital is attempting to purchase up to 1,500,000 shares of Ingersoll Rand's common stock.

Why is Ingersoll Rand (IR) recommending shareholders reject TRC Capital's offer?

IR recommends rejection because the offer price is below market value and lacks standard SEC protections, as mini-tender offers avoid many disclosure requirements.