8-KAcquisitions & DispositionsOther EventsExhibits & Filings

LINDE PLC 8-K Report, Acquisition Completed (Mar 7, 2019)

Filed March 7, 2019For Securities:LIN

Summary

This 8-K filing from Linde plc reports the completion of a significant divestiture, a key step in satisfying regulatory requirements for the earlier business combination between Linde AG and Praxair, Inc. On March 1, 2019, Linde AG sold the majority of its industrial gases business in North America and certain operations in South America to a consortium of Messer Group and CVC Capital Partners Fund VII for $2.97 billion in cash. This sale, along with other previously disclosed and supplemental divestitures totaling an additional $531 million, was necessary to obtain merger control approval from the U.S. Federal Trade Commission (FTC). Investors should note that the divested businesses will be treated as discontinued operations in future financial reporting, specifically in Linde plc's upcoming 2018 Form 10-K. The acquisition accounting for the Praxair merger will reflect Praxair as the accounting acquirer, meaning historical financial information prior to the business combination will represent Praxair's standalone results. This filing clarifies the accounting treatment and the financial impact of these significant divestitures on the combined entity.

Key Highlights

  • 1Completion of sale of a majority of Linde AG's North American and certain South American industrial gases businesses to Messer Group and CVC Capital Partners for $2.97 billion cash.
  • 2Divestiture was a condition for regulatory approval of the Linde AG and Praxair business combination by the U.S. Federal Trade Commission (FTC).
  • 3Additional divestitures of Linde AG assets in the Americas generated net proceeds of $531 million.
  • 4Divested businesses will be reported as discontinued operations in the upcoming 2018 Form 10-K filing.
  • 5Praxair, Inc. is treated as the accounting acquirer in the business combination, with historical financial data reflecting Praxair's operations prior to the merger.
  • 6Pro forma combined financial information for the divested businesses is not required as they were not part of the Company as of September 30, 2018.

Frequently Asked Questions

This Form 8-K filing announces the completion of the sale of significant industrial gases businesses by Linde AG to a consortium of Messer Group and CVC Capital Partners. This divestiture was a critical requirement to satisfy antitrust regulations, specifically the merger control review by the U.S. Federal Trade Commission (FTC), for the combination of Linde AG and Praxair, Inc. into Linde plc.

Linde AG received $2.97 billion in cash from the sale of the majority of its North American and certain South American industrial gases businesses to Messer Group and CVC Capital Partners. Additionally, further divestitures within the Americas generated aggregate net proceeds of $531 million.

The divested businesses will be presented as discontinued operations in Linde plc's upcoming Form 10-K filing for the year ended December 31, 2018. This reflects that these businesses met the criteria for held-for-sale treatment upon the consummation of the business combination.

The business combination between Linde AG and Praxair, Inc. is accounted for using the acquisition method, with Praxair, Inc. being the accounting acquirer. Consequently, historical financial information for periods prior to the business combination in the company's reports will represent the historical financial position and results of operations of Praxair, Inc. only.