Levi & Korsinsky, LLP has commenced an investigation into the fairness of the merger between of Gardner Denver Holdings, Inc. (“Gardner Denver” or the “Company”) (NYSE: GDI) and Ingersoll-Rand plc (“Ingersoll-Rand”) (NYSE: IR). The proposed transaction will be effected through a “Reverse Morris Trust” transaction, allowing Ingersoll-Rand’s Industrial segment (“Ingersoll-Rand Industrial”) to be spun-off to Ingersoll-Rand’s shareholders and simultaneously merged with and surviving as a wholly-owned subsidiary of Gardner Denver. Upon completion of the combination, existing Ingersoll-Rand shareholders will own 50.1% of the combined company and existing stockholders of Gardner Denver will own 49.9% of the combined company.
The Gardner Denver Holdings, Inc. merger investigation concerns whether the Board of Gardner Denver breached their fiduciary duties to stockholders by failing to adequately shop the Company before agreeing to enter into this transaction, and whether the merger with Ingersoll-Rand undervalues Gardner Denver shares, thus unlawfully harming GDI shareholders.
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