Linde’s Agreement with Praxair on Essential Terms of Potential Merger of Equals

On December 20, 2016, the Executive Board of Linde AG (“Linde”), upon approval of the Supervisory Board, agreed on a non‑binding term sheet with Praxair, Inc. (“Praxair”) governing the essential terms and conditions of a potential merger of equals between the two companies. The term sheet provides for a combination of the group’s business under a publicly traded new holding company bearing Linde’s name, and the new holding company will launch a public exchange offer to the shareholders of Linde. Cravath is representing Linde in connection with the transaction, which is expected to result in approximately $1 billion in annual synergies. The combination would create a company with pro forma revenues of approximately $30 billion, prior to any divestitures, and a current market value in excess of $65 billion.

The Cravath team is led by partner Richard Hall and includes partner Aaron M. Gruber and associates Nicholas A. Dorsey and Jessie Chiang on M&A matters and partner J. Leonard Teti II and associate Lingfeng Li on tax matters.