M&A - FLOWSERVE CORP

Form Type: 425

Filing Date: 2025-06-04

Corporate Action: Merger

Type: New

Accession Number: 000119312525134453

Filing Summary: Flowserve Corporation has entered into a definitive merger agreement with Chart Industries, Inc. on June 3, 2025. The merger is structured as an all-stock transaction, combining both companies in what is termed a 'merger of equals.' Shareholders of Chart will receive 3.165 shares of Flowserve common stock for each share of Chart common stock they own. The merger will result in Chart becoming a wholly owned subsidiary of Flowserve and the newly merged entity will be headquartered in Dallas, Texas. This merger has received unanimous approval from the boards of both companies and is subject to various regulatory approvals and conditions. As part of the agreement, Flowserve will amend its certificate of incorporation to increase the number of authorized shares. On June 4, 2025, the companies issued a joint press release and an investor presentation announcing the execution of the merger agreement, which highlights key terms and expectations regarding the merger. The merger completion is anticipated pending necessary approvals and other customary closing conditions and will provide significant benefits and future synergies for both companies. Further details regarding the planned integration of teams, operations, and governance were outlined, including integration plans for employee equity awards and board composition post-merger.

Form Type: 8-K

Filing Date: 2025-06-04

Corporate Action: Merger

Type: New

Accession Number: 000119312525134449

Filing Summary: On June 3, 2025, Flowserve Corporation entered into a Merger Agreement with Chart Industries, Inc. and its subsidiaries, establishing an all-stock merger of equals. The boards of both companies unanimously approved the agreement, which involves Flowserve issuing shares as merger consideration and amending its certificate of incorporation. Following the merger, the combined company will be headquartered in Dallas, Texas. The agreement lays out specific conditions for the merger's completion, including stockholder approvals and regulatory clearances. Equity awards from both companies will remain subject to their original terms, with specific adjustments for performance metrics. The merger is subject to various conditions, and termination rights are included for both parties. A joint press release and investor presentation were issued on June 4, 2025, announcing this agreement, alongside the intention to file relevant materials with the SEC, including a prospectus for the issuance of shares and a joint proxy statement.

Form Type: DEF 14A

Filing Date: 2025-04-02

Corporate Action: Acquisition

Type: New

Accession Number: 000130817925000353

Filing Summary: Flowserve Corp.'s 2025 DEF 14A Proxy Statement outlines key details about the upcoming annual meeting of shareholders scheduled for May 16, 2025. The statement emphasizes the company's strong performance in 2024, marked by a 5.5% revenue increase and a substantial operating margin improvement. Flowserve successfully acquired MOGAS Industries, enhancing its valve portfolio focused on severe service applications. The document lists proposals for the meeting, including the election of directors, approval of executive compensation, and ratification of the independent auditor. The corporate governance framework is described, along with details on the 3D Growth Strategy emphasizing diversification, decarbonization, and digitization to adapt to market trends. Shareholder engagement is highlighted, inviting feedback and participation in voting processes.