Praxair, Inc. (NYSE:PX) today confirmed that it has reached
agreement in principle on the terms and conditions of a Business
Combination Agreement (“BCA”) with Linde AG (Xetra: LIN) pursuant
to which the companies would combine their businesses in a merger
of equals under a new holding company through an all-stock
transaction, consistent with the transaction structure that the
companies announced on December 20, 2016. The BCA is subject to
approval by the Board of Directors of Praxair and the Executive
Board and Supervisory Board of Linde. If such approvals are
obtained and the BCA is executed, the transaction will be subject
to additional conditions that will be disclosed in the regulatory
filings that would be made with the Securities and Exchange
Commission and the German Federal Financial Supervisory Authority
referred to below. There is no assurance that such Board approvals
will be obtained, that the BCA will be executed or that such other
conditions will be satisfied and that the transaction will be
consummated.
Additional Information and Where to Find It
Should Praxair, Inc. ("Praxair") and Linde AG ("Linde") proceed
with the proposed business combination transaction, Praxair and
Linde expect that a newly formed holding company ("New Holdco")
will file a Registration Statement on Form S-4 or Form F-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 a
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. Should Praxair and Linde
proceed with the proposed business combination transaction, Praxair
and Linde also expect that New Holdco will file an offer document
with the German Federal Financial Supervisory Authority
(Bundesanstalt fuer Finanzdienstleistungsaufsicht) ("BaFin"). There
can be no assurance that a binding definitive agreement will be
reached between Praxair and Linde, and the consummation of any
binding transaction will be 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 IF AND WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. You may obtain a free copy of the proxy
statement/prospectus (if and 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 (if and 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
by the BaFin, the offer document will be made available at BaFin’s
Web site at www.bafin.de. The offer document (if and when it
becomes available) and other documents relating thereto may also be
obtained for free by accessing Linde’s Web site at
www.linde.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 the 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 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 if and 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, 2015 and its Proxy Statement
on Schedule 14A, dated March 18, 2016, 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 entry into,
or 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 not to enter into, or to abandon the transaction;
the occurrence of any event, change or other circumstances that
could give rise to the termination of the proposed 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 proposed 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, 2015, 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 or Form
F-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.
About Praxair
Praxair, Inc., a Fortune 300 company with 2016 sales of $11
billion, is a leading industrial gas company in North and South
America and one of the largest worldwide. The company produces,
sells and distributes atmospheric, process and specialty gases, and
high-performance surface coatings. Praxair 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. More information about Praxair, Inc. is available at
www.praxair.com.
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version on businesswire.com: http://www.businesswire.com/news/home/20170524006088/en/
Praxair Investor:Praxair, Inc.Juan Pelaez,
1-203-837-2213juan_pelaez@praxair.comorPraxair Media:Praxair,
Inc.Lisa Esneault, 1-203-837-2448lisa_esneault@praxair.com
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