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Linde PLC Investor Presentation 2017

Jun 1, 2017

9953_rns_2017-06-01_d1e3c651-415d-425d-a7a5-187fb1af22f2.zip

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Filed by Zamalight PLC

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Companies: Praxair, Inc.

(Commission File No.: 001-11037)

Linde AG

June 1, 2017

Linde and Praxair: A Compelling Combination THE LINDE GROUP PRAXAIR Making our planet more productive 02 June 2017

Linde and Praxair: A Compelling Combination Strategic Leverages unique strengths of each company to create a global industrial gas leader – Linde’s engineering & technology and Praxair’s operational excellence Establishes strong positions in all key geographies and end-markets – More balanced and diverse global portfolio Increases exposure to long term macro growth trends – Healthcare, emerging markets, clean energy, digitalization Financial Considerable value through ~$1.2 B in annual cost & capex synergies and efficiencies Strong balance sheet and cash flow with financial flexibility to invest in future growth Combined pro-forma revenue of ~$29 B1 and current market value of over $70 B 1 2016 pro forma sales without adjustment for potential divestitures and regulatory limitations THE LINDE GROUP 2 PRAXAIR Making our planet more productive

Creating A Global Industrial Gas Leader Industrial Gas Landscape1 ($ B) Sales By Geography2 Captive 38 Americas ~$12 B EMEA ~$8 B Air Liquide creative oxygen 22 THE LINDE GROUP 29 PRAXAIRMaking our planet more productive AIR PRODUCTS 8 MESSER Gases for life MITSUBISHI CHEMICAL AIR WATER INC. Yingde Gases The gas supplier for all industries Others3 25 Iwatani SOL Other ~$3 B Asia/Pacific ~$6 B Across a much broader global footprint 1 Sales based on 2016 public filings. Air Liquide includes 12 months of Airgas acquisition and related divestments. Air Products excludes Materials Technologies 2 2016 pro forma sales without adjustment for potential divestitures and regulatory limitations 3 Others: includes independents * Source: Gasworld Captive: customer owned plant THE LINDE GROUP 3 PRAXAIR Making our planet more productive

Leverages Complementary Strengths THE LINDE GROUP PRAXAIR Making our planet more productive Core Competencies Engineering & Technology Operational excellence Product Lines HyCO Standardized ASUs Large ASUs Non-cryo Chemicals & Energy Petrochemicals End-Markets – H2 , LNG, CCS, EOR– US Gulf Coast Healthcare Metals Geographies EMEA North America Asia/Pacific South America Which are unique and proven with long-standing leadership ASU – Air separation unit(s) HyCo – Syngas plants LNG – Liquefied natural gas CCS – Carbon capture storage EOR – enhanced oil recovery THE LINDE GROUP 4 PRAXAIR Making our planet more productive

Establishes A More Balanced Portfolio Geography1 10% 21% 43% 26% Americas EMEA Asia/Pacific Other End-Markets1 19% 19% 7% 7% 18% 13% 17% Chemicals & Energy Manufacturing Healthcare Metals & Glass Food & Beverage Electronics Other Supply Mode1 10% 25% 37% 28% On-site Bulk Cylinder2 Other With strong positions in key geographies and end-markets 1 Based on 2016 public filings and pro forma sales without adjustment for potential divestitures and regulatory limitations. 2 Includes cylinder and other services THE LINDE GROUP 5 PRAXAIR Making our planet more productive

Combination Would Yield ~ $1.2 B Synergies & Efficiencies Cost Synergies & Efficiencies1 ~$1.2 B Capex ~$0.2 B Cost ~$1.0 B COGS SG&A Supply Chain / Other Time to achieve ~ 3 years after closing Cost to implement ~ $1.0 B Cost Synergies & Efficiencies1 ~ $1.0 B Corporate right-sizing Operational optimization Procurement Includes existing cost reduction programs Productivity Capex Synergies1 ~ $0.2 B Efficient asset utilization Procurement Maintenance capex optimization Growth Synergies ++ B 1 Based on 2016 financials of Linde and Praxair. Synergies and cost efficiencies have been adjusted for potential divestitures. THE LINDE GROUP 6 PRAXAIR Making our planet more productive

And Create Value For All Stakeholders Deep & innovative product offerings Broader end-market applications Cost efficient solutions Shared values safety, integrity, community Employer of choice Environmental stewardship Enhanced Technology Capability More Sustainable Enterprise Stronger Enterprise For All Stakeholders Superior Customer Offerings Stronger Financials Comprehensive products & services Wider global reach / accelerated deployment Further enhanced supply reliability Higher cash flow & stronger balance sheet Greater flexibility to invest in future growth Increased shareholder distributions THE LINDE GROUP 7 PRAXAIR Making our planet more productive

Strong Balance Sheet and Cash Flow 2016 Financials ($ B) Combined1 Targeted Total4 Savings3 Sales $28.7 $28.7 Adj. EBITDA2 $8.0 $ 1.0 $9.0 Adj. EBITDA Margin2 28.1% 31.5% Operating Cash Flow $6.1 $ 0.7 $6.8 Capex ($3.4) $ 0.2($3.2) Free Cash Flow2 $2.7 $ 0.9 $3.6 Net Debt/Adj. EBITDA2 2.1 1.9 Greater flexibility for growth investments and shareholder distributions 1 Based on Linde and Praxair’s consolidated financial statements combined for pro forma purposes. See appendix 2 Non-GAAP and non-IFRS measure. See Appendix for reconciliation 3 Excluding savings attributable to divestitures and estimated one-time cost of approximately $1.0B (including approximately $0.2B of estimated transaction costs) to achieve these savings. Operating cash flow of $0.7B represents the $1.0B of Adj. EBITDA savings after taking into account the assumed pro forma effective tax rate 4 Illustrates the full run-rate targeted savings based on combined 2016 results. Excludes any potential divestitures and regulatory limitations and assumes all other items including pro forma effective tax rate remains unchanged. Not indicative of future results of combined business; provided as illustrative example only THE LINDE GROUP 8 PRAXAIR Making our planet more productive

Integration and Execution Established integration framework Joint integration committee with executive oversight Synergy targets aligned Agreed-upon priorities Lay the foundation for the new company Guiding principles: one team, one vision, one operating model, shared values Performance-driven culture Minimal distraction for vast majority of people and operations Homogenous products with local management structures Preparing for a successful integration THE LINDE GROUP 9 PRAXAIR Making our planet more productive

Key Next Steps and Timeline Board approvals / Completion of review of Praxair shareholder BCA signed offer documents by vote / Linde US SEC / German BaFin exchange offer H2 2018 01 June 2017 Q3 2017 Q4 2017 Regulatory approval / expected closing H2 2018 Regulatory Review and On-going Integration Planning THE LINDE GROUP 10 PRAXAIR Making our planet more productive

Appendix THE LINDE GROUP 11 PRAXAIR Making our planet more productive

Key Terms Of The Combination All-stock merger transaction Linde shareholders to receive 1.540 shares in the new company for each Linde share exchanged Structure Praxair shareholders to receive one share in the new company for each Praxair share Linde and Praxair shareholders each own approximately 50% of the new company – Assumes 100% of Linde shareholders tender into the exchange offer New company incorporated in Ireland - a neutral European Economic Area (EEA) country Incorporation & Name Retain Linde’s name globally Equal representation from Linde and Praxair on the new company’s Board of Directors Governance Wolfgang Reitzle, Chairman of the Board Stephen Angel, CEO and Director CEO based in Danbury, CT Organization Corporate functions appropriately split between Danbury, CT and Munich, Germany New company listed on New York and Frankfurt Stock Exchanges Stock Exchanges Seek inclusion in key indices (S&P 500 & DAX 30) & Credit Rating Commitment to a strong investment grade credit rating THE LINDE GROUP 12 PRAXAIR Making our planet more productive

Shared History and Heritage Linde Carl Linde founds “Gesellschaft für Linde’s Eismaschinen” in Wiesbaden Carl Linde successfully liquefies at tm mospheric air; and receives a patent Linde Air Products formed in US Linde Air Products sold to Union Carbide Regained rights to the name “Linde” in the US Acquired Swedish gas company AGA Acquired UK based BOC Group Acquired US based Lincare 1875 1972 Linde 1879 1907 1917 1992 1995 1999 2000 2004 2006 2012 2013 2016 Praxair 1895 1987 Merge Praxair Acquired Yara CO2 Acquired US based NuCO2 Acquired Messer’s Germany business Acquired Liquid Carbonic Formation of Praxair – spun off Linde division from UCC Linde Homecare Medical Systems formed in UCC; Sale of Linde’s Homecare business as Lincare Formation of Union Carbide (UCC); UCC takes over Linde’s US business THE LINDE GROUP 13 PRAXAIRMaking our planet more productive

Non-GAAP Reconciliations Adjusted EBITDA, Adjusted EBITDA Margin(1) Combined ($ M) Net income from continuing operations(including noncontrolling interests) 2,623 Add: cost reduction program and other charges (pre-tax) 224 Add: interest expense - net (including bond redemption) 390 Add: income taxes 865 Add: depreciation and amortization 3,944 Adjusted EBITDA 8,046 Sales 28,682 Adjusted EBITDA Margin 28.1% Free Cash Flow (2) Operating cash flow 6,152 Less: capital expenditures (3,414) Free Cash Flow 2,738 Debt-To-Adjusted EBITDA Ratio(3) Beginning net debt 17,546 First quarter ending net debt 17,134 Second quarter ending net debt 17,830 Third quarter ending net debt 17,150 Year-end ending net debt 16,666 Five-quarter average net debt 17,265 Debt-to-adjusted EBITDA ratio 2.1 (1) Based on Linde and Praxair’s consolidated financial statements combined for pro forma purposes including estimated income adjustments for US GAAP and purchase accounting. Linde’s amounts translated using the EUR/USD exchange rates: Income Statement and Cash Flow (1.1069) and Balance Sheet (1.0517). (2) Combined free cash flow is calculated as follows ($ M): Operating Cash Flow Capital Expenditures Free Cash Flow Linde (as reported) 3,763 (1,949)1,814 Praxair (as reported) 2,773 (1,465)1,308 US GAAP adjustment* (384) -(384) Total 6,152 (3,414)2,738 * Reflects an adjustment related to interest payments, which are classified as a financing activity under IFRS and as an operating activity under US GAAP. (3) Net debt includes total debt less cash and cash equivalents and securities as reported in Linde and Praxair’s consolidated financial statements. THE LINDE GROUP 14 PRAXAIR Making our planet more productive

Additional Information and Where to Find It

In connection with the proposed business combination between Praxair, Inc. (“Praxair”) and Linde AG (“Linde”), Zamalight PLC (“New Holdco”) is expected to file a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission (“SEC”) that will include (1) a proxy statement of Praxair that will also constitute a prospectus for New Holdco and (2) an offering prospectus of New Holdco to be used in connection with New Holdco’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 of Praxair and an indirect wholly-owned subsidiary of New Holdco, and New Holdco will distribute the offering prospectus to Linde shareholders in the United States in connection with New Holdco’s offer to acquire all of the outstanding shares of Linde. New Holdco is also expected to file an offer document with the German Federal Financial Supervisory Authority ( Bundesanstalt fuer Finanzdienstleistungsaufsicht ) (“BaFin”). The consummation of the proposed business combination is subject to regulatory approvals and other customary closing conditions.

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 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 New Holdco 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 at BaFin’s Web site at www.bafin.de. The offer document (when it becomes available) and other documents relating thereto may also be obtained for free by accessing New Holdco’s Web site at www.lindepraxairmerger.com.

This document is neither an offer to purchase nor a solicitation of an offer to sell shares of New Holdco, 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. No offering of securities will be made directly or indirectly, in or into any jurisdiction where to do so would be inconsistent with the laws of such jurisdiction.

Participants in Solicitation

Praxair, Linde, New Holdco 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 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 New Holdco 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 New Holdco’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 New Holdco’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 New Holdco 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 New Holdco on the date hereof, and each of Linde, Praxair and New Holdco 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.

Linde Investor Contact Bernard Wang [email protected] +49 89 35757 1328 Praxair Investor Contact Juan Pelaez [email protected] +1 203 837 2213 www.lindepraxairmerger.com THE LINDE GROUP PRAXAIR Making our planet more productive