Breaking News: Ingersoll Rand Will Spin Off Its Commercial And Residential Security Businesses

Ingersoll-Rand plc today announced that its Board of Directors has unanimously approved a plan to spin off its commercial and residential security businesses (the “new security” company). The separation will result in two standalone companies: Ingersoll Rand, a world leader in creating comfortable, sustainable and efficient environments through its industrial, transport refrigeration, and heating, ventilation and air conditioning (HVAC) businesses; and the new security company, a leading global provider of electronic and mechanical security products and services, delivering comprehensive solutions to commercial and residential customers. Ingersoll Rand expects the spin-off, which is intended to be tax free to shareholders, to be completed in approximately 12 months.

“Given the distinct strengths and strategies of the two proposed companies, the Board believes that this structure will enable investors to value our different businesses separately, creating value for both companies and their shareholders,” said Michael W. Lamach, Ingersoll Rand’s chairman and chief executive officer. “We believe the spin-off, which is the result of an in-depth review of strategic alternatives by our Board and management, will allow both companies to enhance value by allocating capital and deploying resources in a more focused way, while preserving and increasing synergies within their businesses. At the same time, it will position the new security company to build scale and make the necessary investments for the future.

“The new proposed standalone companies will leverage leading market positions, well-known brands and experienced people. We believe both companies will be well positioned to better execute their respective strategic plans to capitalize on future market opportunities, serve customers, create sustainable growth, and enhance shareholder value,” said Lamach, who will continue after the spin-off to serve in his current role as Ingersoll Rand’s chairman and chief executive officer.

Under the plan, Ingersoll Rand’s existing commercial security business (currently known as the Security Technologies sector) will be combined with its residential security business (currently part of the Residential Solutions sector) to form a leading global safety product and services provider. This new company’s portfolio of brands will include Schlage, LCN, Von Duprin, Interflex, CISA, Briton, Bricard, BOCOM Systems, Dexter, Kryptonite, Falcon and Fusion Hardware Group.

The new company will have annualized revenue of approximately $2 billion on a pro forma basis based on 2011 revenues. The new security company is expected to generate strong free-cash flow and have the financial flexibility to take advantage of future growth opportunities.

The new security company is also expected to have strong margins, as well as strong brand recognition and market-leading products and solutions, to set a solid foundation for future growth. The company will benefit from synergies in sourcing, technology, and assembly operations across the residential and commercial security markets. It also will have the opportunity to invest in key markets to take advantage of growing trends around increased security concerns, electronics connectivity, product life-cycle costs and rapid demand growth in emerging markets.

Execution of the transaction requires further work on structure, management, governance and other significant matters. Management is developing detailed plans for the Board’s further consideration and approval. The leadership team of the new security company will be announced prior to the completion of the spin-off. Upon completion of the spin-off, Ingersoll-Rand plc will cease to have any ownership interest in the new security company, and the new security company will become an independent publicly traded company. The new security company is anticipated to be an Irish plc.

The completion of the spin-off 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 spin-off, as well as certain other matters relating to the spin-off, 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 spin-off, 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.

Featured

  • An Inside Look From Napco at ISC West

    Get a look into the excitement at ISC West 2025 from Napco. Hear from some of their top-tech executives live from the show floor. Read Now

    • Industry Events
    • ISC West
  • Upping the Ante

    I am not a betting man in terms of cards, dice, blackjack or that wheel with the black marble racing around the circumference of a spinning wheel, but I would bet on the success of ISC West this year. Read Now

    • Industry Events
    • ISC West
  • It's Show Time

    I am one of those people that likes to see things get bigger and better. As advertised, ISC West is going to be bigger (more exhibitors) and better (more attendees). It’s show time in Las Vegas. Read Now

    • Industry Events
    • ISC West
  • SIA Releases New Report on Operational Security Technology

    The Security Industry Association (SIA) has released an impactful new resource – Operational Security Technology: Principles, Challenges and Achieving Mission-Critical Outcomes Leveraging OST. Read Now

New Products

  • Luma x20

    Luma x20

    Snap One has announced its popular Luma x20 family of surveillance products now offers even greater security and privacy for home and business owners across the globe by giving them full control over integrators’ system access to view live and recorded video. According to Snap One Product Manager Derek Webb, the new “customer handoff” feature provides enhanced user control after initial installation, allowing the owners to have total privacy while also making it easy to reinstate integrator access when maintenance or assistance is required. This new feature is now available to all Luma x20 users globally. “The Luma x20 family of surveillance solutions provides excellent image and audio capture, and with the new customer handoff feature, it now offers absolute privacy for camera feeds and recordings,” Webb said. “With notifications and integrator access controlled through the powerful OvrC remote system management platform, it’s easy for integrators to give their clients full control of their footage and then to get temporary access from the client for any troubleshooting needs.”

  • Mobile Safe Shield

    Mobile Safe Shield

    SafeWood Designs, Inc., a manufacturer of patented bullet resistant products, is excited to announce the launch of the Mobile Safe Shield. The Mobile Safe Shield is a moveable bullet resistant shield that provides protection in the event of an assailant and supplies cover in the event of an active shooter. With a heavy-duty steel frame, quality castor wheels, and bullet resistant core, the Mobile Safe Shield is a perfect addition to any guard station, security desks, courthouses, police stations, schools, office spaces and more. The Mobile Safe Shield is incredibly customizable. Bullet resistant materials are available in UL 752 Levels 1 through 8 and include glass, white board, tack board, veneer, and plastic laminate. Flexibility in bullet resistant materials allows for the Mobile Safe Shield to blend more with current interior décor for a seamless design aesthetic. Optional custom paint colors are also available for the steel frame.

  • A8V MIND

    A8V MIND

    Hexagon’s Geosystems presents a portable version of its Accur8vision detection system. A rugged all-in-one solution, the A8V MIND (Mobile Intrusion Detection) is designed to provide flexible protection of critical outdoor infrastructure and objects. Hexagon’s Accur8vision is a volumetric detection system that employs LiDAR technology to safeguard entire areas. Whenever it detects movement in a specified zone, it automatically differentiates a threat from a nonthreat, and immediately notifies security staff if necessary. Person detection is carried out within a radius of 80 meters from this device. Connected remotely via a portable computer device, it enables remote surveillance and does not depend on security staff patrolling the area.