customers a wide range of gas production and processing services such as olefin plants, natural gas plants, air separation plants, hydrogen and synthesis gas plants and other types of plants.
Linde serves a diverse group of industries including healthcare, chemicals and energy, manufacturing, metals and mining, food and beverage, and electronics.
Lindes principal executive offices are located at Forge, 43 Church Street West, Woking, Surrey GU21 6HT, United Kingdom and at 10 Riverview Drive,
Danbury, Connecticut 06810, United States.
New Linde. New Linde was incorporated as an Irish limited company in 2017 and was re-registered as an Irish public limited company on October 27, 2022. Currently, all of New Lindes issued ordinary shares are held by an Irish corporate services provider. New Linde has only nominal
assets and capitalization and has not engaged in any business or other activities other than in connection with its formation, re-registration as a public limited company and the Reorganization. As of the
Scheme Effective Date, New Linde will replace Linde as the publicly traded company of our organization.
The registered offices of New Linde are located
at Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland, and the telephone number at that address is 00353-1-920 1000 and its principal executive office is at Forge, 43
Church Street West, Woking, Surrey GU21 6HT, United Kingdom.
The Scheme
The Scheme will result in New Linde becoming the publicly traded company of our organization. The Scheme will result in Linde shareholders holding New Linde
ordinary shares instead of Linde ordinary shares.
The Scheme involves several steps, a number of which will effectively occur simultaneously at the
Scheme Effective Time, which we anticipate will occur before the opening of trading on the NYSE on the Scheme Effective Date, but may be at such earlier or later date and time as the Board (or their duly authorized officer) determines. If we receive
the required shareholder approvals and the approval of the Irish High Court, we anticipate that the Scheme of Arrangement will become effective as soon as practicable following approval of the Irish High Court at the Court Hearing, upon our delivery
of the Court Order sanctioning the Scheme of Arrangement to the Irish Companies Registration Office.
At the Scheme Effective Time, the following steps of
the Scheme will effectively occur simultaneously:
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all issued and outstanding Linde ordinary shares will be acquired by New Linde and Linde will become a
wholly-owned direct subsidiary of New Linde; and |
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New Linde will issue New Linde ordinary shares on a one-for-one basis for each Linde ordinary share that has been transferred to New Linde. |
If, and only if, the Scheme of Arrangement is effected, Linde will merge with and into New Linde in the Dissolution Merger. For further discussion, see
Court Approval of the Scheme and the Dissolution Merger below.
All previously outstanding New Linde ordinary shares, which
prior to the Scheme Effective Time will be held by a third party Irish corporate services provider, will be automatically converted to deferred shares immediately following the issuance of New Linde ordinary shares to Linde shareholders and
subsequently surrendered to New Linde for nil consideration in accordance with the provisions of the New Linde Constitution.
The Scheme will be effected
pursuant to the Scheme of Arrangement. A copy of the Scheme of Arrangement is attached to this Proxy Statement as Annex A and is a part of this Proxy Statement.
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