Filed by Ingersoll-Rand Company Limited.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject Company: Trane Inc.
Commission File No.: 1-11415
This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements relating to anticipated financial and operating results, the companies plans, objectives, expectations and intentions and other statements including words such as anticipate, believe, plan, estimate, expect, intend, will, should, may, and other similar expressions. Such statements are based upon the current beliefs and expectations of the management of Ingersoll-Rand Company Limited (IR) and Trane Inc. (Trane) and involve a number of significant risks and uncertainties. Actual results may differ materially from the results anticipated in these forward-looking statements. The following factors, among others, could cause or contribute to such material differences: failure to satisfy any of the conditions of closing, including the failure to obtain Trane stockholder approval; the risks that IRs and Tranes businesses will not be integrated successfully; the risk that IR and Trane will not realize estimated cost savings and synergies; costs relating to the proposed transaction; disruption from the transaction making it more difficult to maintain relationships with customers, employees, distributors or suppliers; the level of end market activity in IRs and Tranes commercial and residential market; weather conditions that could negatively or positively affect business and results of operations; additional developments which may occur that could affect the IRs or Tranes estimate of asbestos liabilities and recoveries; unpredictable difficulties or delays in the development of new product technology; fluctuations in pricing of our products, the competitive environment and related market conditions; changes in law or different interpretations of laws that may affect Tranes or IRs expected effective tax rate; increased regulation and related litigation; access to capital; and actions of domestic and foreign governments. Additional factors that could cause IRs and Tranes results to differ materially from those described in the forward-looking statements can be found in the 2006 Annual Report on Form 10-K of IR and the 2006 Annual Report on Form 10-K of Trane filed with the Securities and Exchange Commission (the SEC) and available at the SECs Internet site (http://www.sec.gov). Neither IR nor Trane undertakes any obligation to update any forward-looking statements to reflect circumstances or events that occur after the date on which such statements were made.
This communication is being made in respect of the proposed merger transaction involving IR, Trane and Indian Merger Sub, Inc. In connection with the proposed transaction, IR will file with the SEC a registration statement on Form S-4 and Trane will mail a proxy statement/prospectus to its stockholders, and each will be filing other documents regarding the proposed transaction with the SEC as well. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final proxy statement/prospectus will be mailed to Tranes stockholders. Stockholders will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about IR and Trane, without charge, at the SECs Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to Ingersoll-Rand Company Limited, P.O. Box 0445, 155 Chestnut Ridge Road, Montvale, NJ 07645 Attention: Investor Relations, (201) 573-0123, or to Trane Inc., One Centennial Avenue, Piscataway, NJ 08855 Attention: Investor Relations, (732) 980-6125.
IR, Trane and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding IRs directors and executive officers is available in IRs proxy statement for its 2007 annual meeting of stockholders and IRs 2006 Annual Report on Form 10-K, which were filed with the SEC on April 23, 2007 and March 1, 2007, respectively, and information regarding Tranes directors and executive officers is available in Tranes proxy statement for its 2007 annual meeting of stockholders and Tranes 2006 Annual Report on Form 10-K, which were filed with the SEC on March 23, 2007 and February 26, 2007, respectively. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
The following are materials used in a presentation for investors on December 17, 2007.
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Ingersoll
Rand Acquisition of Trane |
2
This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements relating to anticipated financial and operating results, the companies plans, objectives, expectations and intentions and other statements including words such as anticipate, believe, plan, estimate, expect, intend, will, should, may, and other similar expressions. Such statements are based upon the current beliefs and expectations of the management of Ingersoll-Rand
Company Limited (IR) and Trane Inc. (Trane) and involve a number of significant risks and uncertainties. Actual results may differ materially from the
results anticipated in these forward-looking statements. The following factors, among others, could cause or contribute to such material differences: failure to satisfy any
of the conditions of closing, including the failure to obtain stockholder approval; the risks that IRs and Tranes businesses will not be integrated successfully; the risk that IR and
Trane will not realize estimated cost savings and synergies; costs relating to the proposed transaction; disruption from the transaction making it more difficult to
maintain relationships with customers, employees, distributors or suppliers; the level of end market activity in IRs and Tranes commercial and residential market; weather conditions that could negatively or positively affect business and results of operations; additional developments which may occur that could affect the IRs or Tranes estimate of asbestos liabilities and recoveries; unpredictable difficulties or delays in the development of new product
technology; fluctuations in pricing of our products, the competitive environment and related market conditions; increased regulation and related litigation; access to capital; and actions of domestic and foreign governments. Additional factors that could cause IRs and Tranes results to differ materially from those described in the
forward-looking statements can be found in the 2006 Annual Report on
Form 10-K of IR and the 2006 Annual Report on Form 10-K of Trane filed with the Securities and Exchange Commission (the SEC) and available at the SECs Internet site (http://www.sec.gov). Neither IR nor Trane undertakes any obligation to update any forward-looking statements to reflect circumstances or events that occur after the date on which such statements were
made. This communication is being made in respect of the proposed merger
transaction involving IR, Trane and Indian Merger Sub, Inc. In connection with the proposed transaction, IR will file with the SEC a registration statement on Form S-4 and
Trane will mail a proxy statement/prospectus to its stockholders, and each will be filing other documents regarding the proposed transaction with the SEC as well. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final proxy statement/prospectus will be mailed to Tranes stockholders. Stockholders will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about IR and Trane, without charge, at the SECs Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus and the
filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to
Ingersoll-Rand Company Limited, P.O. Box 0445, 155 Chestnut Ridge Road, Montvale, NJ 07645 Attention: Investor Relations, (201) 573-0123, or for Trane
Inc., to Trane Inc., One Centennial Avenue, Piscataway, NJ 08855 Attention: Investor Relations, (732) 980-6125. IR, Trane and their respective directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding IRs directors and executive officers is available in IRs proxy statement for its 2007 annual meeting of stockholders and IRs 2006 Annual Report on Form 10-K, which were filed with the SEC on April 23, 2007 and
March 1, 2007, respectively, and information regarding Tranes directors and executive officers is available in Tranes proxy statement for its 2007 annual
meeting of stockholders and Tranes 2006 Annual Report on Form 10-K, which were filed with the SEC on March 23, 2007 and February 26, 2007, respectively. Other
information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be
contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. Safe Harbor |
3
Creating a Premier Company A leading global diversified industrial company with
Major Milestone in Our Transformation + = Enhanced organic growth prospects More consistent earnings profile throughout business cycle Greater critical mass in international markets |
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Strategic Rationale Completes Ingersoll Rand transition to diversified industrial company - Creates expanded global leadership position in climate control - Reduced cyclicality, opportunities to grow faster than underlying markets - Ability to expand margins through topline growth, productivity Acquisition provides - Broader customer base, strong market positions - Larger recurring revenue base - New technologies and capabilities - Expanded geographic footprint of sales, service and distribution capabilities Offers significant cost savings opportunities: ($300M+ by 2010 ) Creates company with over $1 billion annual available cash flow, strong financial profile The New IR: Three strong businesses that can grow faster than markets and expand margins |
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Ingersoll Rand Portfolio Strength Trane Joins a Family of Leading Market Positions Iconic Brands #1 US #2 Worldwide Commercial HVAC Equipment #1 North America lock and door hardware #1 Worldwide golf cars #1 North America display cases #1 North America service provider #1 Worldwide transport refrigeration #1 North America air compressors, air tools |
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The New Ingersoll Rand Expected $17 billion global company -- pro forma 2008 annual revenues - $11B Climate Control Business - $6B Industrial Technologies Business +Security Technologies Business Expanded product & service offerings broaden ability to provide comprehensive solutions across climate control markets Increased scale & global critical mass - Significant cost and revenue synergies achievable - Productivity opportunities - Cross-business opportunities shared practices, capabilities Enhanced innovation and new product development Diversified platforms deliver consistent long-term growth and reduced volatility in earnings A Diversified, Global Multi-Industry Company |
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Transaction Overview Late Q1 / Early Q2 2008 Anticipated Closing Fully-underwritten debt commitments Financing Transaction valued at $10.1 Billion, including net debt assumed & transaction fees Cash (74% of consideration): $7.5 billion Ingersoll-Rand stock (26% of consideration): $2.6 billion Estimated number of common shares issued of 54 million Details of Consideration Ingersoll-Rand to acquire all outstanding common stock of Trane Each Trane share worth $36.50 in cash plus 0.23 Ingersoll- Rand shares Offer Creates $17 Billion diversified industrial company Transaction |
8 Ingersoll Rand Executing Disciplined Portfolio Transformation, 1999-2007 60+ Bolt-on Acquisitions From Lower Growth Cyclical
to Higher Growth & Consistency |
9 Trane Overview $7.4F Billion 2007 Sales Sales by Geography International 24% North America 76% Commercial Equipment & Systems 48% Commercial Controls, Parts & Services 29% Residential 23% Founded 1864, headquartered in NJ Concluded separation plan: WABCO spin-off, Jul 07 Sale of Bath & Kitchen, Oct 07 Leading global supplier for commercial & residential climate control Products include large commercial chillers, building systems and controls, residential A/C units Broad Customer Base Limited exposure to U.S. new residential construction (5% to 7% of sales) Premier brands: #1 or #2 Market positions Industry leading distribution Leading Global Equipment, Systems and Service Business |
10 Tranes Leading Products and Distribution Residential Commercial Leading Global Sales and Distribution Network Over 100 countries 500+ company owned sales, service and distribution locations Strong independent commercial and residential distribution 23,000+ associates / dealers 3,300+ sales engineers 4,300+ service technicians Equipment Controls Systems Service Parts Contracting Equipment Controls Systems Indoor Air Quality Premier distribution network Compounds Ingersoll Rand Global Footprint |
11 Trane Summary Financial Performance Strong Organic Growth + Stable Operating Margins Through Cycle
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12 World-Leading Climate Control Business Broadening climate control solutions for the world we live in today Enhancing life, air quality & food safety
significantly beyond comfort & preservation Multiple Cold Chain opportunities, especially in emerging markets Leveraging Climate Control platform Service capability Engineering and technology Manufacturing and sourcing #1 US #2 Worldwide Commercial HVAC Equipment #1 North America display cases #1 North America service provider #1 Worldwide transport refrigeration + + Technology & services platform for delivering climate control solutions across
spectrum of high-value indoor, stationary & transport applications
worldwide $ 11 Billion Market Leader in Climate Control
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13 Projected 2008 Pro Forma Revenue Profile Revenue by Geography Revenue by Segment Climate Control 67% Industrial Technologies 18% Security Technologies 15% International 32% North America 68% Recurring 23% Non-recurring 77% 2008 Revenue: $17 B - Strong Global Presence - Leading Product Positions - More Recurring Revenues Trane 46% Revenue by Type |
Portfolio
Changes Improve Cyclical Resistance 14 (53%) (30%) (15% to 20%) Flat to (10%) + 5% to -5% Ingersoll Rand Portfolio, 2000 IR Portfolio After Business Divestitures - Pumps - Bearings - Drill, Dresser - Road Develop. - Bobcat, etc. IR Portfolio After Expanding Recurring Revenues + Expanding & Non-U.S. Revenues (% of sales) IR Portfolio After Trane Acquisition IR including Impact of Growth Investments, Raising Avg. Organic Growth Rate Target 15%+ CAGR EPS Growth Portfolio Transformation Achieves Diversification & Balance
Greater Consistency |
15 Cost & Revenue Synergies $300 Million Near-Term
Planning to Execute More Operating Income ($Million) 2008 Target 2010 $125M $300M Revenue Synergies Cost Synergy Cost Synergy Supplier rationalization and procurement leverage Manufacturing initiatives General administrative costs Market and service expansion Cross-selling Global Growth |
16 Integration & Synergy Realization Maintain Trane as separate segment Retain key management Focus on customers and invest for global growth Establish full-time integration team, Project Management Office Functional teams drive synergy opportunities Short-term synergies in overhead reduction and supplier rationalization Establish multi-year goals for productivity, lean business functions, supply
chain and manufacturing evolution National accounts, verticals, critical mass in emerging markets Keep Business Running Smoothly Execute Identified Synergies, Accelerate Productivity Build Value Through Business Operating System Strategic Intent
Near-term Execution + Long-term Synergies
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17 Projected 2008 Pro Forma Financials Acquisition accretive to earnings in initial year $1 Billion $4.00 / share $2 Billion 12% $17 Billion Available Cash Flow EPS EBIT % Margin Revenue |
18 Financing Strategy New Debt 50/50 mix between short-term & long-term debt Long-term debt anticipated to be bonds of varying maturity Weighted average interest rate 5-6% Strong cash flow used to pay down short-term debt Favorable ratings Achieve financial ratios consistent with strong investment grade $3.8 Incremental Debt $10.1 Transaction Value $0.2 Acquired Net Debt $2.6 IR Equity issued $3.5 Available Cash ($ Billions) |
19 Financial Targets Organic Revenue 4%-6% 5-7% Operating margins 15% 15%+ EPS (CAGR) 12-15% 15%+ ROIC 15% 15%+ Available Cash Flow ($Mil) $600+ $1,000+ 2001 IR Guidance (2001-06) Progress Against 2001 Guidance 8% avg. 5.1% 12.6% 53% 8.6% 14.2% $715M avg. 2008+ IR Guidance Strong Sales, Profit Growth and Cash Generation |
20 Stronger, More Diversified Ingersoll Rand Portfolio Of Premium Brands Market Leadership Positions In Climate Control, Industrial And Security Significant Revenue And Cost Synergy Opportunities Stronger Revenue And Earnings Growth, Cash Generation Higher Organic Revenue Growth Recurring Revenue Expansion Greater Earnings Consistency Broader Geographic Footprint Premier Company
Delivering Consistent Results |
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