Ingersoll-Rand Co. Ltd. announced Monday, Dec. 17, that it has executed a definitive agreement to acquire Trane Inc., formerly American Standard Cos. Inc., in a transaction valued at about $10.1 billion.

Ingersoll-Rand Co. Ltd. announced Monday, Dec. 17, that it has executed a definitive agreement to acquire Trane Inc., formerly American Standard Cos. Inc., in a transaction valued at about $10.1 billion, including transaction fees and the assumption of approximately $150 million of Trane net debt. Trane is a global leader in indoor climate control systems, services and solutions with expected 2007 revenues of $7.4 billion.

Under the terms of the merger agreement, which has been approved by the Boards of Directors of both companies, Ingersoll-Rand will acquire all outstanding common stock of Trane. The transaction is expected to close late in the first quarter or early in the second quarter of 2008, subject to approval by Trane shareholders, regulatory approvals and customary closing conditions. Fred Poses, Trane chairman and CEO, will remain in his position until the acquisition is completed.

Herbert L. Henkel, Ingersoll-Rand chairman, president and chief executive officer, said, "The combination of Ingersoll Rand and Trane will create a global, diversified industrial company with projected pro forma 2008 revenues of $17 billion. The new Ingersoll-Rand portfolio will include an $11 billion Climate Control business which will offer high value equipment, systems and services necessary for delivering solutions across the temperature spectrum for indoor, stationary, and transport applications worldwide.”

Poses said, "For our shareowners, this offer represents an attractive price for our shares today and the opportunity to participate in a powerful global diversified industrial company in the future. Combining Trane and Ingersoll-Rand's climate control operation creates a very strong business. With the size, strength and operational effectiveness of a $17 billion global industrial company, we believe this combination is best for our customers, employees and shareowners in the long term."

"Trane's leadership position in the global commercial and residential climate control industry enhances our own highly regarded Hussmann and Thermo King brands," said Henkel. "Trane's demonstrated long-term organic growth rate, averaging 7 percent to 8 percent per year, compares favorably to the organic growth targets we have established for our business portfolio. Trane's talented management team and employees have delivered consistent revenue growth and operating margins throughout all phases of the business cycle.

"We believe Trane will deliver strong growth and profitability going forward. Based upon market fundamentals such as rising energy costs and conservation initiatives, we expect solid replacement-demand for energy-efficient products and for retrofit and refurbishment of current systems. Trane's large installed base of equipment and systems will provide profitable aftermarket growth potential.

"On a combined basis, Ingersoll-Rand's climate control operations are projected to have revenues of approximately $11 billion in 2008 and will have a significant presence in all major segments of the associated industries worldwide. It is anticipated this combination will produce annual pre-tax cost and revenue synergies exceeding $300 million by 2010. Anticipated synergies include purchased material savings through supplier rationalization and procurement leverage, improvements in manufacturing costs, and lower general and administrative costs. Longer term, we will benefit from synergies related to cross selling and service revenue expansion."

Trane Inc., previously named American Standard Cos. Inc., offers a broad range of energy-efficient heating, ventilation and air conditioning systems; dehumidifying and air cleaning products; service and parts support; advanced building controls; and financing solutions. The company has more than 29,000 employees and 29 production facilities worldwide.

Ingersoll-Rand is a global diversified industrial firm providing products, services and solutions to transport and protect food and perishables, secure homes and commercial properties, and enhance industrial productivity and efficiency. The company has 35,000 employees and 80 manufacturing facilities worldwide.