Flowserve’s Merger with Chart Industries Is Off, Edged by Baker Hughes’ $13.6B Offer

Irving-based Flowserve's all-stock "merger of equals" with Atlanta-based Chart has been usurped by a better offer, after Houston- and London-based Baker Hughes swooped in with $13.6 billion in cash. But Flowserve won't walk away empty-handed—it's getting a $266 million "termination payment."

In early June, Irving-based Flowserve Corp. and Atlanta’s Chart Industries announced plans for an all-stock “merger of equals” that would form a combined company valued at $19 billion. But that “definitive agreement” has now been terminated. Instead, Baker Hughes, a Houston- and London-based global energy tech company, is finalizing a deal to buy Chart for $13.6 billion in cash, the Financial Times reported Monday.

Flowserve (NYSE: FLS)—a global provider of industrial flow control systems and solutions with operations in more than 50 countries—released a statement Tuesday morning confirming its termination of the merger agreement. Flowserve had been notified by Chart’s board of Baker Hughes’ offer, which constituted a “superior proposal” under the terms of the merger agreement.

According to Reuters, Baker Hughes swooped in with its 11-figure offer in order to drive growth and broaden its position in the natural gas and LNG sectors.

Flowserve to get $266M ‘termination payment’

Flowserve will receive a $266 million “termination payment” from Chart (NYSE: GTLS) in accordance with the merger agreement’s terms, the Irving company said.

“Flowserve is executing from a position of clear strength, driven by sustained financial momentum, impressive operational performance, and continued robust global demand for our mission-critical flow control solutions across the industrial spectrum,” President and CEO Scott Rowe said in a statement. “The decision not to pursue a revised offer for Chart demonstrates our commitment to financial discipline, as well as our confidence in the growth prospects of our standalone business.”

“Our results reflect the successful execution of our 3D growth strategy—Diversify, Decarbonize, and Digitize,” Rowe added, “while the Flowserve Business System continues to enhance productivity, expand margins, accelerate decision-making, and unlock long-term value.”

Rowe noted that Flowserve is generating strong free cash flow and delivering tangible progress across all business segments, “positioning us to invest in innovation and strategic initiatives that support both our customers’ evolving needs and global sustainability trends. Backed by a resilient business model and an aligned, high-performing organization, we’re confident in our ability to deliver sustained, profitable growth, generate superior returns, and create long-term value for shareholders.”


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R E A D   N E X T

  • The merger of the two NYSE-traded companies brings together Flowserve’s leading capabilities in flow management with Chart’s leading expertise in process technologies across compression, thermal, cryogenic and specialty solutions.

  • Flowserve said it used cash to fund the deal's purchase price of roughly $305 million, including the potential earnout. Operating in more than 50 countries, Flowserve is one of the world’s top providers of fluid motion and control products and services.

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