Linde Intermediate Holding AG has confirmed its intent to resolve the transfer of shares held by minority shareholders of Linde AG as the next step in its mega-merger with Praxair.
Linde Intermediate is an indirect 100% subsidiary of the newly formed Linde plc, the parent company formed by the $90bn business combination between Linde AG and Praxair, Inc.
Following completion of the business combination in the last seven days, Linde Intermediate holds approximately 92% of the shares in Linde AG.
With the remaining 8% of shares held by shareholders that opted against tendering as part of the merger, Linde Intermediate now needs to resolve the transfer of these shares.
It has therefore submitted a request to the Executive Board of Linde AG – pursuant to section 62(1) and (5) of the German Transformation Act (UmwG) in conjunction with sections 327a et seqq. of the German Stock Corporation Act (AktG) – to convene an extraordinary shareholders’ meeting of Linde AG to resolve the transfer of the shares held by the minority shareholders of Linde AG to Linde Intermediate against adequate cash compensation.
This ‘squeeze-out’ as it is known, will see Linde Intermediate pay cash compensation per Linde AG share of €188.24, thereby confirming the amount of the anticipated cash compensation previously announced on 15th October 2018.
The court-appointed auditor has confirmed the adequacy of the determined cash compensation.
On such basis, following the approval by the Linde AG Supervisory Board, the Executive Board of Linde AG yesterday entered into a merger agreement with Linde Intermediate pursuant to which Linde AG transfers all of its assets as a whole with all rights and obligations to Linde Intermediate by dissolution without liquidation according to sections 2 no.1, 60 et seqq. of the German Transformation Act (merger by means of absorption).
The merger agreement contains the statement pursuant to section 62(5) sentence 2 German Transformation Act that a squeeze-out of the minority shareholders of Linde AG as the transferring entity shall occur in the context of the merger.
Linde AG intends to convene an extraordinary shareholders’ meeting for 12th December 2018 to resolve on the transfer of the shares held by the Linde AG minority shareholders.
The effectiveness of the cash merger squeeze-out is still subject to the resolution by the Linde AG shareholders’ meeting and the registration of the transfer resolution and the merger in the commercial registers at the seats of Linde Intermediate and Linde AG.