The $70bn merger of Praxair, Inc. and The Linde Group has moved another step closer, after the registration statement filed with the US Securities and Exchange Commission (SEC) by Linde plc on 5th June, as amended, was declared effective yesterday (14th August).
The registration statement on Form S-4 was filed in connection with the proposed combination of the businesses under ‘Linde plc’ as the new holding company of the combined businesses.
Though this might seem a small detail in the grand scheme of the merger, it is nonetheless another sign that the deal is progressing as planned.
What it means is that Linde AG’s business will be brought under Linde plc through an exchange offer conducted pursuant to German law, and Praxair Inc.’s business will be brought under Linde plc through a merger transaction in the US conducted pursuant to Delaware law.
The registration statement includes a Proxy Statement of Praxair, Inc. and a Prospectus of Linde plc.
Praxair has now scheduled a special meeting of shareholders to seek the adoption of the Business Combination Agreement, dated 1st June 2017, as amended, among Praxair, Inc., Linde AG, Linde plc and certain of its subsidiaries, and approval of related matters. The meeting will be held on 27th September (2017) at Praxair’s headquarters in Danbury, Connecticut.
The Linde plc exchange offer now commences, separately, on 15th August (today).
Praxair’s shareholders of record as of the close of business on 8th August (2017) are entitled to notice of and vote at the meeting. Distribution of the Proxy Statement/Prospectus to shareholders will begin in the coming days.
If approved by Praxair’s shareholders, the merger transaction will become effective upon the satisfaction of all other closing conditions to Linde plc’s exchange offer for Linde AG shares, including the minimum 75% exchange threshold and the receipt of all regulatory approvals. This is currently expected to occur in the second half of 2018.