Linde and Praxair Sign Business Combination Agreement to Become a Leading Industrial Gas Company

Merger Highlights

  • Combination leverages unique strengths of each company: Linde’s
    long-standing leadership in engineering and technology with Praxair’s
    operational excellence
  • Establishes strong, complementary positions in key geographies and
    end-markets, creates a more diverse and balanced end-market portfolio
  • Considerable value driven by approximately USD 1.2 billion (EUR 1.1
    billion) in annual synergies and cost reductions
  • Combined pro forma revenues of approximately USD 29 billion (EUR 27
    billion) in 2016 and combined current market value in excess of USD 70
    billion (EUR 66 billion) as of May 31, 2017
  • All-stock transaction: Linde shareholders will receive 1.54 shares in
    the new holding company for each Linde share and Praxair shareholders
    will receive one share in the new holding company for each Praxair
    share
  • Governed by a Board of Directors with equal representation from Linde
    and Praxair
  • The combined company will be named Linde, retaining the
    globally-recognized brand and will be listed on both the New York
    Stock Exchange and Frankfurt Stock Exchange
  • Closing expected in the second half of 2018

MUNICH & DANBURY, Conn.–(BUSINESS WIRE)–Linde AG (Xetra: LIN) and Praxair, Inc. (NYSE: PX) today announced that
the companies have entered into a definitive business combination
agreement (BCA) to come together under a new holding company through an
all-stock merger of equals transaction. Linde and Praxair expect the
transaction to close in the second half of 2018, subject to customary
closing conditions, including regulatory approvals.

The proposed merger brings together two leading companies in the global
industrial gas industry, leveraging the proven strengths of each. The
transaction unites Linde’s long-standing leadership in engineering and
technology with Praxair’s efficient operating model — creating a global
leader.

The combined company will have a strong presence in all key geographies
and end-markets, which will result in a more diverse and balanced global
portfolio as well as increased exposure to long-term macro-economic
growth trends. With a strong culture of innovation, sustainability and
performance, the new company will enable the development and delivery of
a broad range of products and solutions to customers and provide
enhanced value for its employees, shareholders and communities.

“This combination is a compelling and transformative opportunity to
create a world-class leader in the industrial gas industry,” said Steve
Angel, Chairman and CEO of Praxair, Inc. “The combined company will give
us the opportunity to leverage the individual strengths of both
companies across a much larger global footprint and enhance our ability
to drive innovation and growth.”

“This merger is a once-in-a-lifetime opportunity to form a great global
industrial gas company poised to deliver value for customers, employees
and shareholders alike. The new company is well positioned in all key
markets and regions and can build on its exceptional R&D expertise,”
said Aldo Belloni, CEO of Linde AG.

Value Creation

Based on 2016 reported results, the combination will create a company
with pro forma revenues of approximately USD 29 billion (EUR 27
billion), prior to adjustments, potential divestitures and regulatory
limitations, and a combined current market value in excess of USD 70
billion (EUR 66 billion). Additionally, the new company will have a
robust balance sheet and strong cash flow generation, enabling financial
flexibility to invest in future growth.

The merged company is expected to create significant value for
shareholders through the realization of approximately USD 1.2 billion
(EUR 1.1 billion) in annual synergies and cost reduction programs that
are expected to be achieved over a period of approximately three years
following closing. These synergies and cost reductions are expected to
arise from scale benefits, cost savings, and efficiency improvements
from existing cost reduction programs.

Governance and Leadership

The new company will be governed by a 12-member board of directors with
equal representation from Linde and Praxair. Linde´s Supervisory Board
Chairman, Wolfgang Reitzle, will become Chairman of the new holding
company´s board. Praxair´s Chairman and CEO, Steve Angel, will become
CEO of the new group and will also be a board member of the new holding
company.

The new holding company will be incorporated in Ireland while its
principal governance activities, including board meetings, will
primarily be based in the United Kingdom. The group CEO will be based in
Danbury, Connecticut, USA and group corporate functions will be
appropriately split between Danbury, Connecticut and Munich, Germany to
help achieve efficiencies for the combined group.

The new group will adopt the globally-recognized and respected Linde
name reflecting our shared history and heritage.

Proposed Transaction Structure

The transaction will be structured, for Linde shareholders, as an
exchange offer under German law for shares in the new holding company;
and for Praxair shareholders, it will be structured as a merger under
Delaware law.

Under the proposed terms of the transaction, Linde shareholders will be
offered 1.54 shares in the new holding company for each Linde share, and
Praxair shareholders will receive one share in the new holding company
for each Praxair share. As a result, current Linde and Praxair
shareholders will each own approximately 50% of the combined company
assuming a 100% share exchange in the exchange offer.

Listing

The combined company will be listed on both the New York Stock Exchange
(NYSE) and the Frankfurt Stock Exchange (Prime Standard segment). The
new company will seek inclusion in the S&P 500 and DAX 30 indices.

Media Conference and Investor Call

Linde and Praxair will host a joint media conference to discuss the
proposed combination tomorrow on June 2, 2017 at 5:00am Eastern Time,
11:00am Central European Time at the Hotel Vier Jahreszeiten Kempinski,
Maximilianstrasse 17, 80539 Munich, Germany. You can also join the press
conference via the internet. Please go to www.lindepraxairmerger.com.

Linde and Praxair will hold a joint investor conference on June 2, 2017
to discuss the proposed combination at 9:00am Eastern Time, 3:00pm
Central European Time. To access the investor call, please register for
the live webcast at the following link: http://event.mescdn.com/linde/analyst-call-20170602.

A replay of the investor webcast will be available within 24 hours on www.lindepraxairmerger.com.

Advisors

Perella Weinberg Partners and Morgan Stanley are acting as financial
advisors and Hengeler Mueller as well as Cravath, Swaine & Moore and
Linklaters (regulatory) are serving as legal counsel to Linde. Credit
Suisse is acting as exclusive financial advisor and Sullivan & Cromwell
LLP is serving as legal counsel to Praxair.

About Linde

In the 2016 financial year, The Linde Group generated revenue of EUR 17
billion, making it one of the leading gases and engineering companies in
the world, with approximately 60,000 employees working in more than 100
countries worldwide. The strategy of The Linde Group is geared towards
long-term profitable growth and focuses on the expansion of its
international business with forward-looking products and services. Linde
acts responsibly towards its shareholders, business partners, employees,
society and the environment in every one of its business areas, regions
and locations across the globe. The company is committed to technologies
and products that unite the goals of customer value and sustainable
development.

About Praxair

Praxair, Inc., a Fortune 300 company with 2016 sales of USD 11 billion,
is a leading industrial gas company in North and South America and one
of the largest worldwide.
The company produces, sells and distributes atmospheric, process and
specialty gases,
and high-performance surface coatings. Praxair products, services
and technologies are making our planet more productive by bringing
efficiency and environmental benefits to a wide variety of industries,
including aerospace,
chemicals,
food
and beverage
, electronics,
energy,
healthcare,
manufacturing, primary metals and many others. More information about
Praxair, Inc. is available at www.praxair.com.

Additional Information and Where to Find It

In connection with the proposed business combination between Praxair,
Inc. (“Praxair”) and Linde AG (“Linde”), Zamalight PLC (“New Holdco”) is
expected to file a Registration Statement on Form S-4 with the U.S.
Securities and Exchange Commission (“SEC”) that will include (1) a proxy
statement of Praxair that will also constitute a prospectus for New
Holdco and (2) an offering prospectus of New Holdco to be used in
connection with New Holdco’s offer to acquire Linde shares held by U.S.
holders. When available, Praxair will mail the proxy
statement/prospectus to its stockholders in connection with the vote to
approve the merger of Praxair and an indirect wholly-owned subsidiary of
New Holdco, and New Holdco will distribute the offering prospectus to
Linde shareholders in the United States in connection with New Holdco’s
offer to acquire all of the outstanding shares of Linde. New Holdco is
also expected to file an offer document with the German Federal
Financial Supervisory Authority (Bundesanstalt fuer
Finanzdienstleistungsaufsicht
) (“BaFin”). The consummation of the
proposed business combination is subject to regulatory approvals and
other customary closing conditions.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND THE OFFER DOCUMENT REGARDING THE PROPOSED
BUSINESS COMBINATION TRANSACTION AND PROPOSED OFFER WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
You may
obtain a free copy of the proxy statement/prospectus (when it becomes
available) and other related documents filed by Praxair, Linde and New
Holdco with the SEC on the SEC’s Web site at www.sec.gov.
The proxy statement/prospectus (when it becomes available) and other
documents relating thereto may also be obtained for free by accessing
Praxair’s Web site at www.praxair.com.
Following approval of its publication by BaFin, the offer document will
be made available at BaFin’s Web site at www.bafin.de.
The offer document (when it becomes available) and other documents
relating thereto may also be obtained for free by accessing New Holdco’s
Web site at www.lindepraxairmerger.com.

This document is neither an offer to purchase nor a solicitation of an
offer to sell shares of New Holdco, Praxair or Linde. The final terms
and further provisions regarding the public offer will be disclosed in
the offer document after the publication has been approved by BaFin and
in documents that will be filed with the SEC. No money, securities or
other consideration is being solicited, and, if sent in response to the
information contained herein, will not be accepted. The information
contained herein should not be considered as a recommendation that any
person should subscribe for or purchase any securities.

No offering of securities shall be made except by means of a prospectus
meeting the requirements of the U.S. Securities Act of 1933, as amended,
and applicable European and German regulations. The distribution of this
document may be restricted by law in certain jurisdictions and persons
into whose possession any document or other information referred to
herein come should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
No offering of securities will be made directly or indirectly, in or
into any jurisdiction where to do so would be inconsistent with the laws
of such jurisdiction.

Participants in Solicitation

Praxair, Linde, New Holdco and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies
from Praxair’s stockholders in respect of the proposed business
combination. Information regarding the persons who are, under the
rules of the SEC, participants in the solicitation of the stockholders
of Praxair in connection with the proposed transaction, including a
description of their direct or indirect interests, by security holdings
or otherwise, will be set forth in the proxy statement/prospectus when
it is filed with the SEC. Information regarding the directors and
executive officers of Praxair is contained in Praxair’s Annual Report on
Form 10-K for the year ended December 31, 2016 and its Proxy Statement
on Schedule 14A, dated March 15, 2017, which are filed with the SEC and
can be obtained free of charge from the sources indicated above.

Forward-looking Statements

This communication includes “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. Forward-looking statements are
based on our beliefs and assumptions on the basis of factors currently
known to us. These forward-looking statements are identified by terms
and phrases such as: anticipate, believe, intend, estimate, expect,
continue, should, could, may, plan, project, predict, will, potential,
forecast, and similar expressions. These forward-looking statements
include, but are not limited to, statements regarding benefits of the
proposed business combination, integration plans and expected synergies,
and anticipated future growth, financial and operating performance and
results. Forward-looking statements involve risks and uncertainties that
may cause actual results to be materially different from the results
predicted or expected. No assurance can be given that these
forward-looking statements will prove accurate and correct, or that
projected or anticipated future results will be achieved. Factors that
could cause actual results to differ materially from those indicated in
any forward-looking statement include, but are not limited to: the
expected timing and likelihood of the completion of the contemplated
business combination, including the timing, receipt and terms and
conditions of any required governmental and regulatory approvals of the
contemplated business combination that could reduce anticipated benefits
or cause the parties to abandon the transaction; the occurrence of any
event, change or other circumstances that could give rise to the
termination of the business combination agreement; the ability to
successfully complete the proposed business combination and the exchange
offer; regulatory or other limitations imposed as a result of the
proposed business combination; the success of the business following the
proposed business combination; the ability to successfully integrate the
Praxair and Linde businesses; the possibility that Praxair stockholders
may not approve the business combination agreement or that the requisite
number of Linde shares may not be tendered in the public offer; the risk
that the parties may not be able to satisfy the conditions to closing of
the proposed business combination in a timely manner or at all; risks
related to disruption of management time from ongoing business
operations due to the proposed business combination; the risk that the
announcement or consummation of the proposed business combination could
have adverse effects on the market price of Linde’s or Praxair’s common
stock or the ability of Linde and Praxair to retain customers, retain or
hire key personnel, maintain relationships with their respective
suppliers and customers, and on their operating results and businesses
generally; the risk that New Holdco may be unable to achieve expected
synergies or that it may take longer or be more costly than expected to
achieve those synergies; state, provincial, federal and foreign
legislative and regulatory initiatives that affect cost and investment
recovery, have an effect on rate structure, and affect the speed at and
degree to which competition enters the industrial gas, engineering and
healthcare industries; outcomes of litigation and regulatory
investigations, proceedings or inquiries; the timing and extent of
changes in commodity prices, interest rates and foreign currency
exchange rates; general economic conditions, including the risk of a
prolonged economic slowdown or decline, or the risk of delay in a
recovery, which can affect the long-term demand for industrial gas,
engineering and healthcare and related services; potential effects
arising from terrorist attacks and any consequential or other
hostilities; changes in environmental, safety and other laws and
regulations; the development of alternative energy resources; results
and costs of financing efforts, including the ability to obtain
financing on favorable terms, which can be affected by various factors,
including credit ratings and general market and economic conditions;
increases in the cost of goods and services required to complete capital
projects; the effects of accounting pronouncements issued periodically
by accounting standard-setting bodies; conditions of the debt and
capital markets; market acceptance of and continued demand for Linde’s
and Praxair’s products and services; changes in tax laws, regulations or
interpretations that could increase Praxair’s, Linde’s or New Holdco’s
consolidated tax liabilities; and such other factors as are set forth in
Linde’s annual and interim financial reports made publicly available and
Praxair’s and New Holdco’s public filings made with the SEC from time to
time, including but not limited to those described under the headings
“Risk Factors” and “Forward-Looking Statements” in Praxair’s Form 10-K
for the fiscal year ended December 31, 2016, which are available via the
SEC’s website at www.sec.gov.
The foregoing list of risk factors is not exhaustive. These risks, as
well as other risks associated with the contemplated business
combination, will be more fully discussed in the proxy
statement/prospectus and the offering prospectus that will be included
in the Registration Statement on Form S-4 that will be filed with the
SEC and in an offering document and/or any prospectuses or supplements
to be filed with BaFin in connection with the contemplated business
combination. In light of these risks, uncertainties and assumptions, the
events described in the forward-looking statements might not occur or
might occur to a different extent or at a different time than Linde,
Praxair or New Holdco has described. All such factors are difficult to
predict and beyond our control. All forward-looking statements included
in this document are based upon information available to Linde, Praxair
and New Holdco on the date hereof, and each of Linde, Praxair and New
Holdco disclaims and does not undertake any obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.

Contacts

Media and Investors
Linde Media Relations
Linde AG
Dr
Frank Herkenhoff, +49 89 35757 1320
[email protected]
or
Linde
Investor Relations
Linde AG
Bernard Wang, +49 89 35757 1328
[email protected]
or
Praxair
Media Relations
Praxair, Inc.
Lisa Esneault, +1 203 837 2448
[email protected]
or
Praxair
Investor Relations
Praxair, Inc.
Juan Pelaez, +1 203 837 2213
j[email protected]