According to the Complaint, Gardner Denver Holdings, Inc. is a leading global provider of mission-critical flow control and compression equipment and associated aftermarket parts, consumables, and services, which the Company sells across multiple attractive end-markets within the industrial, energy, and medical industries.
On April 30, 2019, Gardner Denver Holdings, Inc.’s Board of Directors caused the Company to enter into an agreement and plan of merger with Ingersoll-Rand plc. Pursuant to the terms of the Merger Agreement, Defendants will combine Gardner Denver with the industrial segment of Ingersoll-Rand, and Gardner Denver will issue shares of common stock such that Ingersoll-Rand’s stockholders will own approximately 50.1% of the Company’s common stock, while the Company’s stockholders will own only approximately 49.9%.
On January 16, 2020, Defendants filed a proxy statement/prospectus with the United States Securities and Exchange Commission, which scheduled a stockholder vote on the Proposed Transaction for February 21, 2020. The Complaint alleges that the Prospectus omits material information with respect to the Proposed Transaction, which renders the Prospectus false and misleading.
This case was voluntarily dismissed on February 18, 2020.