Praxair Announces Linde plc Form S-4 Registration Statement Declared Effective by SEC

DANBURY, Conn.–(BUSINESS WIRE)–$PX–Praxair, Inc. (NYSE:PX) today announced that the registration statement
on Form S-4 filed with the U.S. Securities and Exchange Commission by
Linde plc on June 5, 2017, as amended, was declared effective on August
14, 2017.

The registration statement was filed in connection with the proposed
combination of the businesses of Praxair, Inc. and Linde AG under Linde
plc as the new holding company of the combined businesses. 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 U.S.
conducted pursuant to Delaware law. The registration statement includes
a Proxy Statement of Praxair, Inc. and a Prospectus of Linde plc.

Praxair has scheduled a special meeting of shareholders to seek the
adoption of the Business Combination Agreement, dated June 1, 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 September 27, 2017 at 10:00 a.m., Eastern Time, at Praxair’s
headquarters, 10 Riverview Drive in Danbury, Connecticut. The Linde plc
exchange offer will commence separately on August 15, 2017.

Praxair’s shareholders of record as of the close of business on August
8, 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. The Proxy Statement/Prospectus contains important
information about the proposed transaction, the Business Combination
Agreement and the other proposals to be considered at the special
meeting.

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 expected to occur in the second half of 2018.

Praxair’s Board of Directors unanimously recommends that Praxair’s
shareholders vote “FOR” adoption of the Business Combination Agreement
and related transactions and approval of the other voting matters
included in the Proxy Statement/Prospectus.

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”), Linde plc has filed a
Registration Statement on Form S-4 (which Registration Statement was
declared effective on August 14, 2017) with the U.S. Securities and
Exchange Commission (“SEC”) that includes (1) a proxy statement of
Praxair that also constitutes a prospectus for Linde plc and (2) an
offering prospectus of Linde plc to be used in connection with Linde
plc’s offer to acquire Linde shares held by U.S. holders. 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 Linde plc, and Linde plc will distribute the
offering prospectus to Linde shareholders in the United States in
connection with Linde plc’s offer to acquire all of the outstanding
shares of Linde. Linde plc has also filed an offer document with the
German Federal Financial Supervisory Authority (Bundesanstalt fuer
Finanzdienstleistungsaufsicht) (“BaFin”) which was approved for
publication by BaFin on August 14, 2017. 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 BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. You may obtain a free copy of the proxy
statement/prospectus and other related documents filed by Praxair, Linde
and Linde plc with the SEC on the SEC’s Web site at www.sec.gov.
The proxy statement/prospectus and other documents relating thereto may
also be obtained for free by accessing Praxair’s Web site at www.praxair.com.
The offer document will be available for free at Linde plc’s Web site at www.lindepraxairmerger.com.
Furthermore, the offer document will be available at BaFin’s Web site
for free at www.bafin.de.
You may also obtain a copy of the offer document from Deutsche Bank
Aktiengesellschaft, Taunusanlage 12, 60325 Frankfurt am Main, Germany
for distribution free of charge (also available from Deutsche Bank
Aktiengesellschaft via e-mail to [email protected]
or by telefax to +49 69 910 38794).

This document is neither an offer to purchase nor a solicitation of an
offer to sell shares of Linde plc, Praxair or Linde. The final terms and
further provisions regarding the public offer are disclosed in the offer
document 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.
Subject to the exceptions described in the offer document and to any
exceptions potentially granted by the respective regulatory authorities,
no offering of securities will be made directly or indirectly in any
jurisdiction where to do so would be a violation of the respective
national laws.

Participants in Solicitation

Praxair, Linde, Linde plc 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, are set forth in the proxy statement/prospectus 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 Linde plc 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 Linde plc’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 Linde plc’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 Web site 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, are more fully discussed in the proxy statement/prospectus
and the offering prospectus included in the Registration Statement on
Form S-4 filed with the SEC and in the 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 Linde plc 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 Linde plc on the
date hereof, and each of Linde, Praxair and Linde plc 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

Praxair Media:
Lisa Esneault, 203-837-2448
[email protected]
or
Praxair
Investors:
Juan Pelaez, 203-837-2213
[email protected]