Linde Drops Merger Acceptance Rate to 60%

25.10.2017 -

In an ad-hoc announcement published on its website on Oct. 23, German industrial gases and engineering group Linde said it had lowered the threshold for the minimum percentage of share capital required to be exchanged in its planned merger with US rival Praxair from 75% to 60%.

The move had been expected as on Oct. 17, with only a week to go before the tender offer was due to expire at midnight on Oct. 24, only 45.8% of the German group’s shareholders had agreed to tender. The 10-week acceptance period began on Aug. 15.

Linde’s holding said the decision – which extends the acceptance period for a further two weeks – was taken in consensus with Praxair and Germany-incorporated Linde AG. The lowered minimum acceptance ratio will be valid until midnight Central European Time on Nov. 7.

As of Tuesday afternoon, Oct. 24, Linde’s website said the quota had been reached, with 64.5% of capital having accepted the offer. The number of shares tendered is seen as likely to rise as Linde reaches out in particular to indexed funds that are restricted from tendering unless a 50% approval rate has been achieved. This grouping is said to account for around 10% of its capital.

Linde noted that the merger remains subject to the satisfaction of closing conditions, which along with the new acceptance threshold also include receipt of all regulatory approvals. In its initial statement, it warned that, “irrespective of reaching the reduced minimum acceptance ratio, the business combination could still fail in the case of an ‘adverse tax event.”

In the case of such an event, the group said, one of the merger partners would likely exercise a termination right. However, it stressed that both Linde and Praxair continue to expect that all offer conditions and relevant thresholds will be met, and that the business combination will be completed in the second half of 2018 as targeted.

Even if shareholders have the right to reverse the transaction, with the acceptance threshold lower – and provided the players agree to shed assets in exchange for antitrust approval – analysts said virtually nothing remains to stop the Linde-Praxair deal from being completed in second half of 2018 as planned. It would create a new top-ranked global industrial gases player with €29 billion in annual sales, a stock market value of nearly €70 billion and 88,000 employees.

According to reports, the partners hope to get by with selling business worth no more than €3.7 bn in annual sales. Quoting “insiders,” the German business newspaper Handelsblatt said Linde and Praxair have agreed to sell assets with sale revenue of around €2.7 billion, most of them in North America.

The sales process is thought likely to begin around the end of this year. German rival Messer – in partnership with private equity player CVC – is seen as keen to pick up some of the post-merger spoils, along with US competitor Air Products and French competitor Air Liquide. Other private equity buyers such as CVC, Blackrock and Carlyle are also believed to be interested.