Linde plc Announces Final Results of Exchange Offer for Linde AG Shares; 92% of Linde AG Shares Tendered
November 29 2017 - 7:08AM
Business Wire
Linde plc announced today that 92% of the ordinary shares of
Linde AG entitled to voting rights were tendered by the end of the
additional acceptance period of Linde plc’s exchange offer on
November 24, 2017. The tender process has been completed and no
further Linde AG shares can be tendered in the exchange offer. The
business combination remains subject to the receipt of certain
antitrust and other regulatory approvals and is expected to be
completed in the second half of 2018.
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Aldo Belloni, CEO of Linde AG, said: “We are appreciative for
our shareholders’ confidence in this opportunity to create a
leading company in our industry. We are moving forward with the
regulatory review process at full speed and with our most focused
attention.”
If the business combination is completed, Linde plc could
initiate a merger-related squeeze-out with respect to Linde AG
under German law because the acceptance level in the exchange offer
has reached 90%. However, no decision with respect to such
squeeze-out has yet been made.
About Linde
In the 2016 financial year, The Linde Group generated revenue of
EUR 17 billion, making it one of the leading gases and engineering
companies in the world, with approximately 60,000 employees working
in more than 100 countries worldwide. The strategy of The Linde
Group is geared towards long-term profitable growth and focuses on
the expansion of its international business with forward-looking
products and services. Linde acts responsibly towards its
shareholders, business partners, employees, society and the
environment in every one of its business areas, regions and
locations across the globe. The company is committed to
technologies and products that unite the goals of customer value
and sustainable development.
About Praxair
Praxair, Inc. is a leading industrial gas company in North and
South America and one of the largest worldwide. With market
capitalization of approximately $40 billion and 2016 sales of $11
billion, the company employs over 26,000 people globally and has
been named to the Dow Jones® World Sustainability Index for 15
consecutive years. Praxair produces, sells and distributes
atmospheric, process and specialty gases, and high-performance
surface coatings. Our products, services and technologies are
making our planet more productive by bringing efficiency and
environmental benefits to a wide variety of industries, including
aerospace, chemicals, food and beverage, electronics, energy,
healthcare, manufacturing, primary metals and many others. For more
information about the company, please visit our website at
www.praxair.com.
Forward-looking Statements
This communication includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements are based on our beliefs and assumptions on the basis of
factors currently known to us. These forward-looking statements are
identified by terms and phrases such as: anticipate, believe,
intend, estimate, expect, continue, should, could, may, plan,
project, predict, will, potential, forecast, and similar
expressions. These forward-looking statements include, but are not
limited to, statements regarding benefits of the proposed business
combination, integration plans and expected synergies, and
anticipated future growth, financial and operating performance and
results. Forward-looking statements involve risks and uncertainties
that may cause actual results to be materially different from the
results predicted or expected. No assurance can be given that these
forward-looking statements will prove accurate and correct, or that
projected or anticipated future results will be achieved. Factors
that could cause actual results to differ materially from those
indicated in any forward-looking statement include, but are not
limited to: the expected timing and likelihood of the completion of
the contemplated business combination, including the timing,
receipt and terms and conditions of any required governmental and
regulatory approvals of the contemplated business combination that
could reduce anticipated benefits or cause the parties to abandon
the transaction; the occurrence of any event, change or other
circumstances that could give rise to the termination of the
business combination agreement; the ability to successfully
complete the proposed business combination and the exchange offer;
regulatory or other limitations imposed as a result of the proposed
business combination; the success of the business following the
proposed business combination; the ability to successfully
integrate the Praxair and Linde businesses; risks related to
disruption of management time from ongoing business operations due
to the proposed business combination; the risk that the
announcement or consummation of the proposed business combination
could have adverse effects on the market price of Linde’s or
Praxair’s common stock or the ability of Linde and Praxair to
retain customers, retain or hire key personnel, maintain
relationships with their respective suppliers and customers, and on
their operating results and businesses generally; the risk that
Linde plc may be unable to achieve expected synergies or that it
may take longer or be more costly than expected to achieve those
synergies; state, provincial, federal and foreign legislative and
regulatory initiatives that affect cost and investment recovery,
have an effect on rate structure, and affect the speed at and
degree to which competition enters the industrial gas, engineering
and healthcare industries; outcomes of litigation and regulatory
investigations, proceedings or inquiries; the timing and extent of
changes in commodity prices, interest rates and foreign currency
exchange rates; general economic conditions, including the risk of
a prolonged economic slowdown or decline, or the risk of delay in a
recovery, which can affect the long-term demand for industrial gas,
engineering and healthcare and related services; potential effects
arising from terrorist attacks and any consequential or other
hostilities; changes in environmental, safety and other laws and
regulations; the development of alternative energy resources;
results and costs of financing efforts, including the ability to
obtain financing on favorable terms, which can be affected by
various factors, including credit ratings and general market and
economic conditions; increases in the cost of goods and services
required to complete capital projects; the effects of accounting
pronouncements issued periodically by accounting standard-setting
bodies; conditions of the debt and capital markets; market
acceptance of and continued demand for Linde’s and Praxair’s
products and services; changes in tax laws, regulations or
interpretations that could increase Praxair’s, Linde’s or Linde
plc’s consolidated tax liabilities; and such other factors as are
set forth in Linde’s annual and interim financial reports made
publicly available and Praxair’s and Linde plc’s public filings
made with the SEC from time to time, including but not limited to
those described under the headings “Risk Factors” and
“Forward-Looking Statements” in Praxair’s Form 10-K for the fiscal
year ended December 31, 2016, which are available via the SEC’s Web
site at www.sec.gov. The foregoing
list of risk factors is not exhaustive. These risks, as well as
other risks associated with the contemplated business combination,
are more fully discussed in the proxy statement/prospectus and the
offering prospectus included in the Registration Statement on Form
S-4 filed by Linde plc with the SEC and in the offering document
and/or any prospectuses or supplements filed with BaFin in
connection with the contemplated business combination. In light of
these risks, uncertainties and assumptions, the events described in
the forward-looking statements might not occur or might occur to a
different extent or at a different time than Linde, Praxair or
Linde plc has described. All such factors are difficult to predict
and beyond our control. All forward-looking statements included in
this document are based upon information available to Linde,
Praxair and Linde plc on the date hereof, and each of Linde,
Praxair and Linde plc disclaims and does not undertake any
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
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version on businesswire.com: http://www.businesswire.com/news/home/20171129005591/en/
Media:Linde Media RelationsLinde AGDr Frank Herkenhoff,
+49 89 35757 1320frank.herkenhoff@linde.comorPraxair Media
RelationsPraxair, Inc.Lisa Esneault, +1 203 837
2448lisa_esneault@praxair.comorInvestors:Linde Investor
RelationsLinde AGBernard Wang, +49 89 35757
1328bernard.wang@linde.comorPraxair Investor RelationsPraxair,
Inc.Juan Pelaez, +1 203 837 2213juan_pelaez@praxair.com
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