Linde Shareholders Slow to Tender in Praxair Merger

20.10.2017 -

With less than a week to go before the tender offer for Linde shares ends, at midnight on Oct. 24, acceptance among shareholders for the planned merger with Praxair is still well shy of management’s target of 75%. As of Oct. 17, only 45.8% of had agreed to tender their shares, German stock market reports said. The 10-week acceptance period began on Aug. 15.

The shareholder reluctance could reflect negatively on management’s communications strategy to create a new number one market player with a stock market value of €66 million, again leapfrogging over French rival Air Liquide, some reports said.

While stock market watchers note that institutional investors – who in Linde’s case hold 90% of share capital – often wait until the last possible moment to tender, the current situation is seen as especially unusual because the group’s chairman and former chief executive, Wolfgang Reitzle, had predicted an early tender.

This would have lent the merger effort additional momentum as indexed funds, which reportedly hold 10% of Linde shares can only tender after a 50% approval rate has been reached.

Sentiment was said to be growing last week that Linde might agree to lower the acceptance target, echoing a tactic employed by the German stock market owner Deutsche Börse to increase acceptance for its fusion with the London Stock Exchange.

Press reports suggest that some Linde shareholders are still unhappy that, their calls for a vote on the merger plans at the annual general meeting in May were rejected by management. Others were thought to be still be pondering a proposal by the German investors’ association DSW that they hold out for a better offer.

Even though Praxair’s rules required a simple majority vote, at a special meeting on Sept. 27, investors representing about 83% of the US player’s total issued and outstanding common stock signaled their approval, which translates into approximately 99% of the total votes cast.

Altogether, enthusiasm in Germany for the merger has been less buoyant. Although the new company will bear the Linde name, it will be headquartered in Ireland. The group’s employees fear that the combination will lead to job losses, especially as Praxair – despite a leaner workforce – reportedly produces higher profit margins. Under the merger agreement, Linde’s 8,000-strong German workforce will be protected from compulsory redundancies until the end of 2021, however.

Meanwhile, anti-trust authorities in Russia have become the first to approve the Linde-Praxair deal, the trade journal Gas World said.