Linde AG and Praxair, Inc. have announced that the companies intend to combine in a merger of equals under a new holding company through an all-stock transaction. The companies have signed a non-binding term sheet and expect to execute a definitive Business Combination Agreement as soon as practicable.
Based on 2015 reported results, the combination would create a company with pro forma revenues of approximately $30 billion (EUR 28 billion), prior to any divestitures, and a current market value in excess of $65 billion (EUR 61 billion). Under the proposed terms of the transaction, current Linde and Praxair shareholders would each own approximately 50% of the combined company.
“The strategic combination between Linde and Praxair would leverage the complementary strengths of each across a larger global footprint and create a more resilient portfolio with increased exposure to long-term macro growth trends,” stated Steve Angel, Praxair’s Chairman and CEO. “We consider this to be a true strategic merger, as it brings together the capabilities, talented people and best-in-class processes of both companies, creating a unique and compelling opportunity for all of our stakeholders.”
The combined company would adopt the globally-recognised Linde name and 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 indices.
“Under the Linde brand, we want to combine our companies’ business and technology capabilities and form a global industrial gas leader. Beyond the strategic fit, the compelling, value-creating combination would achieve a robust balance sheet and cash flow and generate financial flexibility to invest in our future,” stated Professor Dr Aldo Belloni, CEO of Linde.
The combined company would be governed by a single Board of Directors with equal representation from Linde and Praxair. Linde’s Supervisory Board Chairman, Professor Dr Wolfgang Reitzle, would become Chairman of the new company’s Board. Praxair’s Chairman and CEO, Steve Angel, would become CEO and a member of the Board of Directors.