Ingersoll Rand Announces Filing of Form 10 Registration Statement for New Security Spinoff; Selects Allegion as Name of the $2B Public Company
Ingersoll-Rand (NYSE: IR) announced that Allegion plc filed a Form 10 Registration Statement with the U.S. Securities & Exchange Commission in connection with Ingersoll Rand's previously announced plan to spin off its commercial and residential security businesses.
The filing provides details about the independent global provider of security products and solutions. As previously announced, Ingersoll Rand expects the spinoff, which is intended to be tax free to shareholders, to occur prior to year-end.
Allegion is the name of the new $2.05 billion security company. The name represents the collaborative, long-term relationships the company forges with customers. It embodies the company's team of experts and their relentless commitment to safeguarding people and property. Commenting on the new name, Ingersoll Rand Chairman and CEO Michael W. Lamach said, “Allegion further conveys the enduring legacy of our innovative security products and solutions, which people depend on to work seamlessly at critical moments, and function effortlessly in daily use. It's on that tradition that Allegion pledges its promising future as a leader in the global safety and security industry.”
Earlier this year, the chief financial officer and general counsel were named. Patrick Shannon, vice president and treasurer for Ingersoll Rand, was named senior vice president and chief financial officer; and Barbara Santoro, vice president of corporate governance and secretary of Ingersoll Rand, was named senior vice president, general counsel and secretary for Allegion. Allegion's CEO will be named later this year.
Ingersoll Rand also announced five directors who are committed to serve on Allegion's board in addition to Allegion's CEO. They are:
David B. Burritt, former vice president and chief financial officer of Caterpillar Inc., who will chair the Audit Committee. Michael J. Chesser, former chairman and CEO of Great Plains Energy Inc., who will chair the Compensation Committee. Carla Cico, former CEO of Rivoli S.p.A. and Ambrosetti Consulting. Kirk S. Hachigian, former chairman, president and CEO of Cooper Industries plc, who will be the board's lead director or non-executive chairman. Luc Oursel, chairman, president and CEO of Areva SA. Allegion is an Irish plc, with its North American corporate office in Carmel, Ind., employing about 7,600 people in 35 countries including 20 production and distribution facilities around the world.
Allegion will compete in the $30 billion global security products and solutions industry by investing in attractive developing markets and emerging technology; leveraging its expertise to deliver differentiated products and services in key market segments; building upon its operational excellence program; and pursuing acquisitions selectively to accelerate expansion into attractive markets and products.
The portfolio includes strategic brands CISA®, Interflex®, LCN®, Schlage® and Von Duprin®; and other brands including aptiQ®, Briton™, Bricard®, BOCOM Systems™, Dalco™, Dexter®, Falcon®, Fusion Hardware Group™, Glynn-Johnson®, ITO Kilit™, Ives®, Kryptonite®, Legge®, Martin Roberts™, Normbau™, Randi™, Steelcraft® and XceedID®.
Allegion expects to list its shares on the New York Stock Exchange and use the ticker symbol ALLE.
Completion of the transaction requires further work on structure, management, governance and other significant matters. Management is continuing to develop detailed plans for the Board's further consideration and approval. Additional members of Allegion's leadership team will be announced prior to the spinoff. Following the spinoff, Allegion will be an independent publicly traded company.
The completion of the spinoff is subject to certain customary conditions, including receipt of regulatory approvals, receipt of a ruling from the U.S. Internal Revenue Service as to the tax-free nature of the spinoff, as well as certain other matters relating to the spinoff, receipt of legal opinions, execution of intercompany agreements, effectiveness of appropriate filings with the U.S. Securities and Exchange Commission, and final approval of the transactions contemplated by the spinoff, as may be required under Irish law. The company noted that there can be no assurance that any separation transaction will ultimately occur, or, if one does occur, its terms or timing.
Ingersoll Rand Investor Relations will discuss the contents of the filing during a conference call and webcast tomorrow, Tuesday, June 18 at 11:00 a.m. Eastern Time, which can be accessed at the company's website: www.ingersollrand.com.
This news release includes “forward-looking statements,” which are statements that are not historical facts, including, but not limited to, statements that relate to our intent to create two independent companies as a result of the proposed spinoff, the potential and opportunities for the independent companies following the spinoff, Allegion's strategies following the spinoff; the expected benefits of the proposed spinoff, the tax-free nature of the proposed spinoff, the expected credit profiles of the independent companies, the timing of the transaction and our capital structure and allocation. The forward-looking statements in this news release are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are outside of our control, and could cause results to materially differ from expectations. Such risks and uncertainties, include, but are not limited to: our ability to timely obtain, if ever, necessary regulatory approvals or to satisfy any of the other conditions to the proposed spinoff; adverse effects on the market price of our ordinary shares and on our operating results because of our inability to timely complete, if ever, the proposed spinoff; our ability to fully realize the expected benefits of the proposed spinoff; negative effects of announcement or consummation of the proposed spinoff on the market price of the company's ordinary shares; significant transaction costs and/or unknown liabilities; general economic and business conditions that affect the companies in connection with the proposed spinoff; unanticipated expenses such as litigation or legal settlement expenses; failure to obtain tax rulings or tax law changes; changes in capital market conditions; the impact of the proposed spinoff on the company's employees, customers and suppliers; future opportunities that the company's board may determine present greater potential to increase shareholder value; and the ability of the companies to operate independently following the spinoff. Actual results could differ materially. For further information regarding risks and uncertainties associated with our businesses, please refer to our Form 10-K for the year ended December 31, 2012, Form 10-Q for the quarter ended March 31, 2013, and in our other SEC filings, as well as the “Risk Factors” section of Allegion's Registration Statement on Form 10. Ingersoll Rand assumes no obligation to update these forward-looking statements.
About Ingersoll Rand
Ingersoll Rand (NYSE: IR) advances the quality of life by creating and sustaining safe, comfortable and efficient environments. Our people and our family of brands—including Club Car®, Ingersoll Rand®, Schlage®, Thermo King® and Trane® —work together to enhance the quality and comfort of air in homes and buildings; transport and protect food and perishables; secure homes and commercial properties; and increase industrial productivity and efficiency. We are a $14 billion global business committed to a world of sustainable progress and enduring results. For more information, visit ingersollrand.com.
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