Swords, Ireland, June 17, 2013 – Ingersoll-Rand plc has filed a Form 10 Registration Statement with the U.S. Securities & Exchange Commission to spin off its commercial and residential security businesses, which will be named Allegion plc.
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.
According to Ingersoll Rand, the Allegion name rrepresents 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.