It’s official: Praxair, Inc. and The Linde Group will complete a $90bn merger of equals, creating the single biggest player in the global industrial gases business.
Linde has announced the closure of its long-awaited Business Combination following long-awaited approval from the US Federal Trade Commission (FTC) and European Commission approval of the buyer of Praxair’s divested businesses in Europe.
FTC approval had been the final piece in the merger’s jigsaw.
The combined entity will become a global industrial gas leader, generating 2017 pro forma revenues of approximately $27bn, a market capitalisation of approximately $90bn (€78bn), and over 80,000 employees across more than 100 countries serving over two million customers.
Steve Angel, Praxair’s Chairman and CEO, who also becomes CEO of the new holding company, enthused, “Today marks an important milestone in the formation of our new company.”
“It is a privilege for me to lead the talented people of two world-class organisations as we come together to form the undisputed leader in our industry. I am confident this team will create long-term value for all Linde plc stakeholders.”
Echoing those sentiments, current Chairman of the Supervisory Board of Linde AG, Professor Dr. Wolfgang Reitzle, who will become Chairman of the new company’s Board, added, “The merger of Linde and Praxair is a compelling and transformative combination and an unparalleled opportunity for the customers, shareholders and employees of our combined company.”
“I wish to thank the employees of Linde and Praxair for their efforts in making this merger possible.”
The deal changes the face of the industry for the second time in as many years, following Air Liquide’s mega acquisition of fellow Tier One company Airgas, Inc. in 2016.
Air Liquide became the leading player in the North American market, while complementing global leadership positions in Europe, Africa/Middle East and Asia-Pacific when it completed the $13.4bn takeover of Airgas on 23rd May 2016.
The $90bn merger of Praxair and Linde, however, creates a combined entity that usurps Air Liquide as the leading force in the global gases business. gasworld Business Intelligence previously estimated a combined market share of 33% pre-divestment.
Based on 2017 reported results, the combination will create a company with pro forma revenues of approximately $27bn, and a market capitalisation of approximately $90bn.
The combined company is set to enjoy strong positions in all key geographies and end markets, and create a more diverse and balanced global portfolio, while approximately $1.2bn (€1.1bn) in annual synergies are to be achieved over the next three years, driven by scale benefits, cost savings and efficiency improvements.
Linde plc at-a-glance
The new holding company will be listed on both the New York Stock Exchange (NYSE) and the Frankfurt Stock Exchange. Likewise, membership in the management board of the combined company will be split 50:50 between Linde and Praxair, with current Praxair Chairman and CEO Steve Angel becoming CEO of the new holding company.
Current Chairman of the Supervisory Board of Linde AG, Professor Dr. Wolfgang Reitzle, will become Chairman of the new company’s Board.
The new holding company will be incorporated in Ireland while its principal governance activities, including board meetings, will primarily be based in the UK. Corporate functions will be split between Danbury, Connecticut and Munich, Germany accordingly, to help achieve efficiencies for the combined company.
It also marks something of an entangled history between Praxair and Linde going full circle.
The roots to this date back to World War I when Linde AG was forced to exit the US gases market – having entered in the early 1890s. Following the war, Linde assets were confiscated and sold to Union Carbide in 1919 – which included the rights to use the Linde name in the US. Since 1963, the industrial gases arm of Union Carbide was known as ‘the Linde division’.
In 1992, when Union Carbide decided to spin-off the gases division, the company that we know today as Praxair was formed. Meanwhile, it was only in 1998 that The Linde Group bought back the licence to use the Linde name again in the US.
What happens now?
The Business Combination will now undergo the final stages of the shareholder process over the next seven days, with the parties expect the transaction to close on 31st October 2018.
The closing process will occur in two steps. Firstly, there will be the settlement of the Linde plc exchange offer to Linde AG shareholders, which has been accepted for approximately 92% of Linde AG’s outstanding shares. Linde plc expects that Linde AG tendered shares will cease trading at the close of the Frankfurt Stock Exchange on Friday 26th October 2018 and that Linde plc shares will commence trading on the Frankfurt Stock Exchange under the stock ticker symbol ’LIN’ on Monday 29th October 2018.
Concurrent to the delisting of Linde AG tendered shares, the stock ticker symbol for Linde AG shares that have not accepted the exchange offer will change to ’LNA’ and continue to be listed on the Frankfurt Stock Exchange.
Shares of Praxair, meanwhile, will cease trading at the close of the New York Stock Exchange (NYSE) on Tuesday 30th October 2018 and trading in Linde plc shares is expected to commence on the New York Stock Exchange on 31st October 2018 under the stock ticker symbol ‘LIN’.
Linde plc will seek inclusion in the S&P 500 and DAX 30 indices.
As part of the business combination agreement, Praxair shareholders will receive one share of Linde plc for each Praxair share they hold. Linde AG shareholders who accepted the exchange offer will receive 1.54 shares of Linde plc for each Linde AG share tendered. Fractional shares will be aggregated and sold in accordance with the terms of the exchange offer document and the business combination agreement. Shareholders with fractional shares will receive cash in an amount representing such holder’s proportionate interest in the net proceeds from the sale.