PRAXAIR, INC. (NYSE:PX) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01. Entry into a Material Definitive
Agreement.
On June1, 2017, Praxair, Inc., a Delaware corporation (Praxair or
the Company), and Linde Aktiengesellschaft, a stock corporation
(Aktiengesellschaft) organized under the laws of the
Federal Republic of Germany (Linde), entered into a business
combination agreement (the Business Combination Agreement), to
which they agreed to combine their respective businesses and
become subsidiaries of a new Irish holding company, Zamalight
plc, to be renamed Linde plc (Linde plc).
Under the terms of the Business Combination Agreement, Linde plc
will make a public exchange offer to exchange each issued and
outstanding no-par
value bearer share of Linde, to which each Linde share tendered
and not withdrawn and accepted for exchange will be exchanged for
1.540 ordinary shares of Linde plc (the Exchange Offer).
Immediately following the completion of the Exchange Offer,
Zamalight Subco, Inc., an indirect wholly-owned Delaware
subsidiary of Linde plc (Merger Sub), will merge with and into
Praxair, with Praxair surviving the Merger as a wholly-owned
indirect subsidiary of Linde plc (the Merger, and together with
the Exchange Offer, the Business Combination). In the Merger,
each share of Praxair common stock will be converted into the
right to receive one Linde plc ordinary share. Upon completion of
the Business Combination, and assuming that all of the
outstanding Linde shares are exchanged in the Exchange Offer,
former Praxair shareholders and former Linde shareholders will
each own approximately 50% of the outstanding Linde plc
shares.
Prior to the time
of delivery of the Linde plc shares to the Business Combination,
Linde plc will apply to admit its shares to listing and trading
on the New York Stock Exchange and will apply to admit its shares
to listing and trading on the regulated market (regulierter
Markt) of the Frankfurt Stock Exchange and the sub-segment thereof with
additional post-admission obligations (Prime
Standard).
Under the terms of the
Business Combination Agreement, Stephen F. Angel, who is
currently Chairman, President and Chief Executive Officer of
Praxair, will become the Chief Executive Officer of Linde plc and
a member of the board of directors of Linde plc, and Professor
Dr.Wolfgang Reitzle, who is currently Chairman of the Linde
supervisory board, will become the Chairman of the board of
directors of Linde plc. The board of directors of Linde plc will
consist of twelve directors, six of whom are to be designated by
Praxair (including Mr.Angel) and six of whom are to be designated
by Linde (including Prof. Dr.Reitzle). The companies have agreed
to a balanced governance structure to be implemented through
Linde plcs Constitution, governance guidelines and committee
charters of the board of directors of Linde plc.
The Business Combination
Agreement contains mutual customary representations and
warranties of Praxair and Linde relating to their respective
businesses and public filings. Additionally, the Business
Combination Agreement provides for customary pre-closing
covenants, including the obligation of Praxair and Linde to
conduct their businesses in the ordinary and usual course
consistent with past practice and to refrain from taking certain
actions without receiving consent of the other
party.
Completion of the Business
Combination will be subject to the satisfaction (or waiver, if
legally permitted) of conditions, including (a)approval of the
Merger by holders of a majority of the outstanding shares of
Praxair common stock, (b)the tender in the Exchange Offer of at
least 75% of the outstanding Linde shares, (c)approval by
requisite governmental regulators and authorities, including
approvals under applicable competition laws and approval by the
relevant exchange regulators (the regulatory condition), (d)
absence of any law, regulation or injunction or order by any
governmental entity in Ireland, the United Kingdom, Germany or
the United States of America that prohibits or makes illegal the
completion of the Business Combination and (e)that there has been
no material adverse effect on and no material compliance
violation by either Praxair or Linde as determined by a
third-party independent expert. Except for the regulatory
condition, all conditions to the Business Combination must be
satisfied on or prior to the end of the acceptance period for the
Exchange Offer. The regulatory condition may remain outstanding
for up to twelve months following the end of the acceptance
period, subject to any extension of the acceptance period. As a
result, the exchange of Linde shares to the Exchange Offer and
conversion of Praxair shares to the Merger may be made on a date
that is significantly later than the end of the acceptance
period, or may not occur.
The Business Combination may
be terminated for, or may terminate as a result of, certain
reasons, including, among others, (a)the mutual consent of
Praxair and Linde to termination, (b)a change in recommendation
regarding the Business Combination from the Praxair board, the
Linde executive board or the Linde supervisory board (provided
that, with respect to the Linde supervisory board, such change
involves recommending that Linde shareholders not accept the
Exchange Offer), (c) the occurrence of an adverse tax event (as
defined in the Business Combination Agreement), (d) a permanent
injunction or order by any governmental entity in Ireland, the
United Kingdom, Germany or the United States of America that
prohibits or makes illegal the completion of the Business
Combination, (e)the occurrence of a change, event, occurrence or
effect that has had or is reasonably expected to have a material
adverse change (as defined in the Business Combination Agreement)
on Linde or Praxair or (f)the failure to satisfy any of the
conditions described in the preceding paragraph.
The parties currently expect
regulatory approval to be finalized and the Business Combination
to be completed in the second half of 2018 but in no event later
than the date that is twelve months after the expiration of the
acceptance period, subject to any extension of the acceptance
period.
The foregoing description of
the Business Combination Agreement does not purport to be
complete and is qualified in its entirety by reference to the
Business Combination Agreement, a copy of which is filed as
Exhibit 2.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
ITEM7.01.
Regulation FD Disclosure.
On June1, 2017, Praxair
announced that it entered into the Business Combination
Agreement. A copy of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated into
this Item 7.01 by reference.
Linde and Praxair will host a
joint media conference to discuss the proposed combination on
Friday, June2 at 5:00am Eastern Time, 11:00am Central European
Time at the Hotel Vier Jahreszeiten Kempinski, Maximilianstrasse
17, 80539 Munich, Germany. Interested parties may listen live via
the internet at www.the-linde-group.com.
Linde and Praxair will also
hold a joint investor conference call to discuss the proposed
combination on Friday, June 2 at 9:00am Eastern Time, 3:00pm
Central European Time. Interested parties may listen live via the
internet at
http://event.mescdn.com/linde/analyst-call-20170602.
The Company is furnishing the
information in this Item 7.01 and in Exhibit 99.1 to comply with
Regulation FD. The information contained in this Item 7.01,
including Exhibit 99.1, shall not be deemed filed for any
purpose, including for the purposes of Section18 of the
Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that Section, nor shall such information be deemed
incorporated by reference into any filing under the Securities
Act of 1933, regardless of any general incorporation language in
such filings.
| ITEM9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
ExhibitNo. |
Description |
|
| 2.1 |
Business Combination Agreement, dated June1, 2017, by and among Praxair, Inc., Linde Aktiengesellschaft, Zamalight PLC, Zamalight Holdco LLC and Zamalight Subco, Inc. |
|
| 99.1 |
Press release issued by Praxair, Inc., dated June1, 2017, concerning the Business Combination Agreement (furnished and not filed for purposes of Item7.01). |
Additional Information
and Where to Find It
In connection with the
proposed business combination between Praxair, Inc. (Praxair) and
Linde AG (Linde), Zamalight PLC (New Holdco) is expected to file
a Registration Statement on Form S-4 with the U.S. Securities and
Exchange Commission (SEC) that will include (1)a proxy statement
of Praxair that will also constitute a prospectus for New Holdco
and (2)an offering prospectus of New Holdco to be used in
connection with New
Holdcos offer to acquire Linde
shares held by U.S. holders. When available, 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 New Holdco, and New Holdco will
distribute the offering prospectus to Linde shareholders in the
United States in connection with New Holdcos offer to acquire all
of the outstanding shares of Linde. New Holdco is also expected
to file an offer document with the German Federal Financial
Supervisory Authority (Bundesanstalt fuer
Finanzdienstleistungsaufsicht) (BaFin). 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 WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain
a free copy of the proxy statement/prospectus (when it becomes
available) and other related documents filed by Praxair, Linde
and New Holdco with the SEC on the SECs Web site at www.sec.gov.
The proxy statement/prospectus (when it becomes available) and
other documents relating thereto may also be obtained for free by
accessing Praxairs Web site at www.praxair.com. Following
approval of its publication by BaFin, the offer document will be
made available at BaFins Web site at www.bafin.de. The offer
document (when it becomes available) and other documents relating
thereto may also be obtained for free by accessing New Holdcos
Web site at www.lindepraxairmerger.com/.
This document is neither an
offer to purchase nor a solicitation of an offer to sell shares
of New Holdco, Praxair or Linde. The final terms and further
provisions regarding the public offer will be disclosed in the
offer document after the publication has been approved by BaFin
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. No offering of
securities will be made directly or indirectly, in or into any
jurisdiction where to do so would be inconsistent with the laws
of such jurisdiction.
Participants in
Solicitation
Praxair, Linde, New Holdco and
their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from Praxairs
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, will be set forth in the proxy
statement/prospectus when it is filed with the SEC. Information
regarding the directors and executive officers of Praxair is
contained in Praxairs Annual Report on Form 10-K for the year
ended December31, 2016 and its Proxy Statement on Schedule 14A,
dated March15, 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 Lindes or Praxairs 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 New Holdco 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 Lindes and Praxairs products and services; changes in
tax laws, regulations or interpretations that could increase
Praxairs, Lindes or New Holdcos consolidated tax liabilities; and
such other factors as are set forth in Lindes annual and interim
financial reports made publicly available and Praxairs and New
Holdcos 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 Praxairs Form
10-K for the
fiscal year ended December31, 2016, which are available via the
SECs website 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, will be more fully
discussed in the proxy statement/prospectus and the offering
prospectus that will be included in the Registration Statement on
Form S-4 that will be filed with the SEC and in an 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 New Holdco 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 New Holdco on
the date hereof, and each of Linde, Praxair and New Holdco
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.
About PRAXAIR, INC. (NYSE:PX)
Praxair, Inc. is an industrial gas supplier in North and South America, Asia and Europe. The Company’s operations are organized into five segments, four of which have been determined on a geographic basis of segmentation: North America, Europe, South America and Asia. In addition, the Company operates its surface technologies business through its subsidiary, Praxair Surface Technologies, Inc., which represents the fifth segment. The Company’s products in its industrial gases business include atmospheric gases (oxygen, nitrogen, argon, rare gases) and process gases (carbon dioxide, helium, hydrogen, electronic gases, specialty gases, acetylene). The Company also designs, engineers and builds equipment that produces industrial gases primarily for internal use. The Company’s Surface Technologies segment, operated through Praxair Surface Technologies, Inc., supplies wear-resistant and high-temperature corrosion-resistant metallic and ceramic coatings and powders. PRAXAIR, INC. (NYSE:PX) Recent Trading Information
PRAXAIR, INC. (NYSE:PX) closed its last trading session up +1.80 at 134.09 with 1,020,141 shares trading hands.
