029 Group SE

M&A Activity • Jun 1, 2017

News Details

Takeover Bids | 1 June 2017 18:40

Takeover Offer;

Target company: Linde Aktiengesellschaft; Bidder: Zamalight PLC

Dissemination of an announcement according to the German Securities

Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of

EQS Group AG.

The bidder is solely responsible for the content of this announcement.

—————————————————————————

– Non-Binding Convenience Translation –

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO

OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE

RELEVANT LAWS OF SUCH JURISDICTION.

PUBLICATION PURSUANT TO SECTION 10 PARA. 1 SENTENCE 1 IN CONJUNCTION WITH

SECTIONS 29 PARA. 1, 34 OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER

ACT (Wertpapiererwerbs- und Übernahmegesetz, WpÜG)

Bidder:

Zamalight PLC

The Priestley Centre, 10 Priestley Road, The Surrey Research Park

Guildford, Surrey GU2 7XY

United Kingdom

incorporated under the laws of Ireland and registered with registered

number 602527.

Target company:

Linde Aktiengesellschaft

Klosterhofstraße 1

80331 Munich

Germany

registered in the commercial register of the local court of Munich under

HRB 169850.

ISIN: DE0006483001

The offer document will be published on the internet following clearance of

its publication by the German Federal Financial Supervisory Authority

(Bundesanstalt für Finanzdienstleistungsaufsicht, the ‘BaFin’) at http://

www.lindepraxairmerger.com.

Information on the bidder:

On June 1, 2017, Zamalight PLC (to be renamed Linde PLC), a newly formed

public limited company incorporated under the laws of Ireland (‘Linde PLC’,

or the ‘Bidder’), decided to offer to all shareholders of Linde

Aktiengesellschaft (‘Linde’), with its registered office in Munich, by way

of a voluntary public takeover offer in the form of an exchange offer (the

‘Exchange Offer’), to acquire all ordinary bearer shares, without par

value, of Linde, each representing a pro rata amount of the share capital

of Linde of EUR 2.56 per share (ISIN DE0006483001) (‘Linde shares’).

As consideration for the tendering Linde shareholders, Linde PLC offers for

each tendered Linde share 1.540 ordinary shares of Linde PLC (‘Linde PLC

shares’) (the ‘Offer Consideration’).

The Offer Consideration is subject to the minimum price for one Linde share

to be communicated by the BaFin.

Separately, Praxair, Inc. (‘Praxair’) shall become a subsidiary of Linde

PLC through a merger of Praxair and an indirect, wholly-owned subsidiary of

the Bidder (the ‘Merger’). In the Merger, each outstanding ordinary share

of Praxair will be converted into the right to receive one share of the

Bidder.

The Merger will be subject to and occur immediately after settlement of the

Exchange Offer. Upon completion of the Exchange Offer and the Merger

(together, the ‘Combination’), Linde PLC will become the holding company

for the combined Linde and Praxair groups.

Following completion of the Combination and assuming 100% of the Linde

shares are tendered in the Exchange Offer, the former Linde shareholders

and Praxair shareholders would each own approximately 50% of Linde PLC on a

fully diluted basis.

The Exchange Offer will be subject to certain conditions. These will

presumably include, in particular, the approval of the Merger by a simple

majority of the outstanding Praxair shares at a special meeting of Praxair

shareholders, receiving necessary antitrust clearances and other required

regulatory consents, the declaration of effectiveness by the U.S.

Securities and Exchange Commission (‘SEC’) of the Registration Statement on

Form S-4 regarding the offer of Linde PLC shares as well as achieving a

minimum acceptance ratio of 75% of the Linde shares entitled to voting

rights, and further customary closing conditions. The Exchange Offer will

be made in accordance with the terms and conditions to be set out in the

offer document. Furthermore, insofar as legally permissible, the Bidder

reserves the right to deviate in the final terms of the Exchange Offer from

the basic information described herein.

Further information on the transaction:

Following authorization by the board of directors of each of Praxair and

Linde PLC as well as a corresponding resolution by the executive board of

Linde and approval by Linde’s supervisory board, Linde, Praxair and Linde

PLC today entered into a Business Combination Agreement governing the

Combination.

Additional Information and Where to Find It

In connection with the proposed business combination between Praxair and

Linde, Linde PLC is expected to file a Registration Statement on Form S-4

with the SEC that will include (1) a proxy statement of Praxair that will

also constitute a prospectus for Linde PLC and (2) an offering prospectus

of Linde PLC to be used in connection with Linde PLC’s offer to acquire

Linde shares held by U.S. holders. When available, Praxair will mail the

proxy statement/prospectus to its stockholders in connection with the vote

to approve the Merger, and Linde PLC will distribute the offering

prospectus to Linde shareholders in the United States in connection with

Linde PLC’s offer to acquire all of the outstanding shares of Linde. Linde

PLC is also expected to file an offer document with BaFin.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/

PROSPECTUS AND THE OFFER DOCUMENT REGARDING THE PROPOSED BUSINESS

COMBINATION TRANSACTION AND PROPOSED OFFER IF AND WHEN THEY BECOME

AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a

free copy of the proxy statement/prospectus (when it becomes available) and

other related documents filed by Praxair, Linde and Linde PLC with the SEC

on the SEC’s Web site at www.sec.gov. The proxy statement/prospectus (when

it becomes available) and other documents relating thereto may also be

obtained for free by accessing Praxair’s Web site at www.praxair.com.

Following approval of its publication by BaFin, the offer document will be

made available for free at Linde PLC’s Web site at

www.lindepraxairmerger.com. Furthermore, the offer document is expected to

be made available at BaFin’s Web site at www.bafin.de. Other documents

relating to the offer document will also be made available by Linde PLC for

free at Linde PLC’s Web site at www.lindepraxairmerger.com.

Further, you may obtain a copy of the offer document (when it becomes

available) from Deutsche Bank Aktiengesellschaft, Taunusanlage 12, 60325

Frankfurt am Main, Germany for distribution free of charge (also available

from Deutsche Bank Aktiengesellschaft via e-mail to dct.tender-

offers@db.com or by telefax to +49 69 910 38794).

This document is neither an offer to purchase nor a solicitation of an

offer to sell shares of Linde PLC, Praxair or Linde. The final terms and

further provisions regarding the public offer will be disclosed in the

offer document after the publication has been approved by BaFin and in

documents that will be filed with the SEC. No money, securities or other

consideration is being solicited, and, if sent in response to the

information contained herein, will not be accepted. The information

contained herein should not be considered as a recommendation that any

person should subscribe for or purchase any securities.

No offering of securities shall be made except by means of a prospectus

meeting the requirements of the U.S. Securities Act of 1933, as amended,

and applicable European and German regulations. The distribution of this

document may be restricted by law in certain jurisdictions and persons into

whose possession any document or other information referred to herein come

should inform themselves about and observe any such restrictions. Any

failure to comply with these restrictions may constitute a violation of the

securities laws of any such jurisdiction. Subject to the exceptions

described in the offer document and to any exceptions potentially granted

by the respective regulatory authorities, no offering of securities will be

made directly or indirectly in any jurisdiction where to do so would be a

violation of the respective national laws.

Participants in Solicitation

Praxair, Linde, Linde PLC and their respective directors and executive

officers may be deemed to be participants in the solicitation of proxies

from Praxair’s stockholders in respect of the proposed business

combination. Information regarding the persons who are, under the rules of

the SEC, participants in the solicitation of the stockholders of Praxair in

connection with the proposed transaction, including a description of their

direct or indirect interests, by security holdings or otherwise, will be

set forth in the proxy statement/prospectus when it is filed with the SEC.

Information regarding the directors and executive officers of Praxair is

contained in Praxair’s Annual Report on Form 10-K for the year ended

December 31, 2016 and its Proxy Statement on Schedule 14A, dated March 15,

2017, which are filed with the SEC and can be obtained free of charge from

the sources indicated above.

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; the

possibility that Praxair stockholders may not approve the business

combination agreement or that the requisite number of Linde shares may not

be tendered in the public offer; the risk that the parties may not be able

to satisfy the conditions to closing of the proposed business combination

in a timely manner or at all; 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 ordinary shares 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

website 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, will be more fully discussed in the

proxy statement/prospectus and the offering prospectus that will be

included in the Registration Statement on Form S-4 that will be filed with

the SEC and in an offering document and/or any prospectuses or supplements

to be 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.

London, June 1, 2017

Zamalight PLC

End of WpÜG announcement

The 01.06.2017 DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

—————————————————————————

Listed: Regulierter Markt in Frankfurt (Prime Standard), Berlin,

Düsseldorf, Hamburg, München, Stuttgart; Freiverkehr in Hannover, Tradegate

Exchange