The two companies said they 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 results, the combination would create a company with pro forma revenues of approximately $30 billion (€28 billion), prior to any divestitures, and a current market value in excess of $65 billion (€61 billion).
The proposed merger would bring together two companies in the global industrial gas industry. The transaction would unite Linde’s strength in technology with Praxair’s efficient operating model.
The combined company would enjoy strong positions in key geographies and end markets and create a diverse and balanced global portfolio. It would also enable the development and delivery of more products and services to customers.
"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," said 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."
"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," said 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.
The combined company would adopt the Linde name and be listed on the New York Stock Exchange and the Frankfurt Stock Exchange.
The new holding company would be formed and domiciled in a neutral member state of the European Economic Area, with the CEO based in Danbury, Connecticut USA. Corporate functions would be appropriately split between Danbury, Connecticut and Munich, Germany to help achieve efficiencies for the combined company.