Praxair, Inc., in accordance with its proposed business combination with Linde AG, has signed an agreement to sell the majority of its businesses in Europe to Japan’s Taiyo Nippon Sanso Corporation (TNSC).

The news comes after the EU reportedly provided both companies with a confidential statement of objections (SO) to their $70bn mega merger in recent weeks.

Praxair and Linde were understood to have offered concessions in a bid to address EU competition concerns and secure antitrust approval in the region, with the official announcement coming in the last hour that Praxair will divest the majority of its businesses in Europe as a result.

The assets to be sold include Praxair’s industrial gases businesses in Belgium, Denmark, France, Germany, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, Sweden and the UK and include approximately 2,500 employees.

Praxair-Linde merger: Impact in Europe

The businesses generated annual sales of approximately €1.3bn in 2017. gasworld Business Intelligence had projected back in June 2017 that divestment packages in Europe were expected to consist of Praxair assets, as part of its analysis of the proposed merger.

This now represents a significant step forward in the deal, with antitrust approval in the Europe and North America regions long thought to be the biggest obstacles to overcome.

Praxair-Linde: A marathon, not a sprint

“We are taking a constructive approach to address regulatory concerns with the merger in the European Economic Area,” said Steve Angel, Praxair Chairman and CEO.

“Taiyo Nippon Sanso is a strong and capable global industrial gas buyer for our assets and we are pleased that they will continue to serve the needs of our customers in Europe.”

Conditional

According to statements from both Praxair and Linde, the purchase price for the transaction is €5bn in cash consideration and is subject to customary adjustments at closing.

This agreement is conditioned on the successful consummation of the Praxair-Linde merger and other regulatory approvals.

Praxair and Linde continue to work diligently with the relevant antitrust authorities with the objective of closing the merger during the second half of 2018. Praxair will continue to own, operate and maintain these businesses until the closing of the merger and this European divestiture transaction.

Opportunity

For TNSC, which has openly pursued a path of expansion beyond its domestic Japanese market for many years now, the acquisition is described as a ‘unique opportunity’.

TNSC: Assets a ‘unique opportunity’

Praxair and Linde continue to aim for completion of the merger in the second half of 2018. The receipt of regulatory approvals outstanding in other jurisdictions for the proposed business combination is expected to require that the merger partners will divest further businesses, with the verdict of the US Federal Trade Commission (FTC) a notable pending development.