Ad hoc-announcement pursuant to Article 17 of the Market Abuse Regulation
Munich, 1 November 2018 - Today, Linde Intermediate Holding AG (“Linde Intermediate”) submitted a request to the Executive Board of Linde Aktiengesellschaft (“Linde AG”) pursuant to section 62(1) and (5) of the German Transformation Act (Umwandlungsgesetz – UmwG) in conjunction with sections 327a et seqq. of the German Stock Corporation Act (Aktiengesetz – AktG) to convene an extraordinary shareholders’ meeting of Linde AG to resolve on the transfer of the shares held by the minority shareholders of Linde AG to Linde Intermediate against adequate cash compensation. Linde Intermediate is an indirect 100% subsidiary of Linde plc and, following the completion of the business combination between Linde AG and Praxair, Inc., holds approximately 92 % of the shares in Linde AG. Linde Intermediate has determined the cash compensation per Linde AG share to be EUR 188.24 and has thereby confirmed the amount of the anticipated cash compensation previously announced on 15 October 2018. The court-appointed auditor has confirmed the adequacy of the determined cash compensation.
On such basis, following the approval by the Linde AG Supervisory Board, the Executive Board of Linde AG today entered into a merger agreement with Linde Intermediate pursuant to which Linde AG transfers all of its assets as a whole with all rights and obligations to Linde Intermediate by dissolution without liquidation according to sections 2 no.1, 60 et seqq. German Transformation Act (merger by means of absorption). The merger agreement contains the statement pursuant to section 62(5) sentence 2 German Transformation Act that a squeeze-out of the minority shareholders of Linde AG as the transferring entity shall occur in the context of the merger.
Linde AG intends to convene an extraordinary shareholders’ meeting for 12 December 2018 to resolve on the transfer of the shares held by the Linde AG minority shareholders to Linde Intermediate against payment of a cash compensation in the amount of EUR 188.24 per Linde AG share.
The effectiveness of the cash merger squeeze-out is still subject to the resolution by the Linde AG shareholders’ meeting and the registration of the transfer resolution and the merger in the commercial registers at the seats of Linde Intermediate and Linde AG.
Munich, 1 November 2018 - Today, Linde Intermediate Holding AG (“Linde Intermediate”) submitted a request to the Executive Board of Linde Aktiengesellschaft (“Linde AG”) pursuant to section 62(1) and (5) of the German Transformation Act (Umwandlungsgesetz – UmwG) in conjunction with sections 327a et seqq. of the German Stock Corporation Act (Aktiengesetz – AktG) to convene an extraordinary shareholders’ meeting of Linde AG to resolve on the transfer of the shares held by the minority shareholders of Linde AG to Linde Intermediate against adequate cash compensation. Linde Intermediate is an indirect 100% subsidiary of Linde plc and, following the completion of the business combination between Linde AG and Praxair, Inc., holds approximately 92 % of the shares in Linde AG. Linde Intermediate has determined the cash compensation per Linde AG share to be EUR 188.24 and has thereby confirmed the amount of the anticipated cash compensation previously announced on 15 October 2018. The court-appointed auditor has confirmed the adequacy of the determined cash compensation.
On such basis, following the approval by the Linde AG Supervisory Board, the Executive Board of Linde AG today entered into a merger agreement with Linde Intermediate pursuant to which Linde AG transfers all of its assets as a whole with all rights and obligations to Linde Intermediate by dissolution without liquidation according to sections 2 no.1, 60 et seqq. German Transformation Act (merger by means of absorption). The merger agreement contains the statement pursuant to section 62(5) sentence 2 German Transformation Act that a squeeze-out of the minority shareholders of Linde AG as the transferring entity shall occur in the context of the merger.
Linde AG intends to convene an extraordinary shareholders’ meeting for 12 December 2018 to resolve on the transfer of the shares held by the Linde AG minority shareholders to Linde Intermediate against payment of a cash compensation in the amount of EUR 188.24 per Linde AG share.
The effectiveness of the cash merger squeeze-out is still subject to the resolution by the Linde AG shareholders’ meeting and the registration of the transfer resolution and the merger in the commercial registers at the seats of Linde Intermediate and Linde AG.
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