The final Exchange Offer results for Linde AG have been revealed with 92% of shareholders tendering.
The Tier One company announced today that 92% of the ordinary shares of Linde AG entitled to voting rights were tendered by the end of the additional acceptance period of Linde plc’s exchange offer on November 24, 2017.
The tender process has been completed and no further Linde AG shares can be tendered in the exchange offer. The business combination remains subject to the receipt of certain antitrust and other regulatory approvals and is expected to be completed in the second half of 2018.
Aldo Belloni, CEO of Linde AG, said, “We are appreciative for our shareholders’ confidence in this opportunity to create a leading company in our industry. We are moving forward with the regulatory review process at full speed and with our most focused attention.”
This has now reached the 90% threshold, which not only appears to move the merger a step closer, but could also have significance in German corporate law in the event of the completion of the business combination.
With such a threshold in place, Linde plc could eventually initiate a merger-related squeeze-out pursuant to section 62(5) of the German Transformation Act (Umwandlungsgesetz). gasworld understands this (generally) means the compulsory exclusion of a small group of shareholders from a company by means of an automatic transfer of their shares to the majority shareholder, by operation of law in return for (at least) a cash settlement.
A Linde statement, however, has stressed that no decision with respect to such a ‘squeeze-out’ has yet been taken.