Zamalight PLC
Takeover Offer; <DE0006483001>
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.
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– 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
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