8-KOther Events

LINDE PLC 8-K Report, Corporate Update (Nov 1, 2018)

Filed November 1, 2018For Securities:LIN

Summary

Linde plc (LIN) has filed an 8-K report detailing a significant corporate action related to its subsidiary, Linde AG. The company's indirect subsidiary, Linde Intermediate Holding AG, is initiating a "Squeeze Out" process to acquire the remaining approximately 8% of Linde AG shares not tendered in a prior exchange offer. This action will involve an extraordinary shareholders' meeting of Linde AG on December 12, 2018, where shareholders will vote on the mandatory transfer of their shares. Linde Intermediate Holding will provide cash compensation of €188.24 per Linde AG Share to these remaining shareholders. This Squeeze Out, along with a merger of Linde AG into Linde Intermediate Holding (which will be renamed Linde Aktiengesellschaft), is expected to become effective upon registration with the German commercial registers. The aggregate cash consideration for the remaining shares is estimated at approximately €2.8 billion (about $3.2 billion). This regulatory filing is crucial for investors as it signals the final steps in consolidating Linde AG under Linde plc, potentially simplifying the corporate structure and completing a key integration phase following previous transactions.

Key Highlights

  • 1Linde Intermediate Holding AG is initiating a mandatory "Squeeze Out" to acquire the remaining ~8% of Linde AG shares.
  • 2An extraordinary general meeting of Linde AG shareholders is scheduled for December 12, 2018, to vote on the Squeeze Out.
  • 3The cash compensation offered to remaining Linde AG shareholders is €188.24 per share.
  • 4The aggregate cash consideration for the remaining shares is estimated to be approximately €2.8 billion (USD $3.2 billion).
  • 5Linde AG will merge with and into Linde Intermediate Holding, which will then be renamed Linde Aktiengesellschaft.
  • 6The Squeeze Out and merger completion is subject to shareholder approval and registration with German commercial registers.
  • 7Linde Intermediate Holding currently owns approximately 92% of Linde AG shares.

Frequently Asked Questions

The "Squeeze Out" refers to a legal process where a majority shareholder (Linde Intermediate Holding AG, which owns ~92% of Linde AG) can force the remaining minority shareholders (approximately 8%) to sell their shares in exchange for adequate cash compensation. This is being done to fully consolidate Linde AG under Linde plc.

Remaining Linde AG shareholders will receive €188.24 in cash for each Linde AG Share they hold. The total cash consideration for all remaining shares is expected to be around €2.8 billion (approximately $3.2 billion).

The extraordinary shareholders' meeting of Linde AG, where the Squeeze Out will be voted on, is scheduled to be held on December 12, 2018, unless it is postponed or suspended.

Following the Squeeze Out, Linde AG will merge with and into Linde Intermediate Holding. Linde Intermediate Holding will survive the merger and be renamed Linde Aktiengesellschaft. This step further integrates the Linde businesses under a streamlined corporate structure.