Chart Industries, Flowserve to combine in all-stock merger of equals

Chart Industries (GTLS) and Flowserve (FLS) announced that they have entered into a definitive agreement to combine in an all-stock merger of equals. The combined company is expected to have an enterprise value of approximately $19B based on the exchange ratio and the closing share prices for Chart and Flowserve as of June 3. Under the agreement, which has been unanimously approved by the board of directors of each company, at the closing of the transaction Chart shareholders will receive 3.165 shares of Flowserve common stock for each share of Chart common stock owned. Following the close of the transaction, Chart shareholders will own approximately 53.5% and Flowserve shareholders will own approximately 46.5% of the combined company, on a fully diluted basis. Upon closing, the combined company’s board will comprise 12 directors, six of whom will be from Chart and six from Flowserve. Jill Evanko will serve as the chair of the combined company’s board of directors, Rowe will serve as CEO of the combined company, and John Garrison will serve as lead independent director of the combined company’s board. Following the closing of the transaction, the combined company will have its headquarters in Dallas, Texas and expects to maintain a presence in Atlanta and Houston, supported by a global footprint across more than 50 countries. The combined company will assume a new name and brand following close. The transaction is expected to close in the fourth quarter of 2025, subject to approval of shareholders of both Chart and Flowserve, the receipt of regulatory approvals, and the satisfaction of other customary closing conditions.