Mar 8 2006
Linde AG, Wiesbaden/Germany, has agreed to make a pre-conditional offer to acquire the entire share capital of The BOC Group plc, Windlesham/UK, for 1,600 pence in cash per share. The board of directors of BOC intends to recommend BOC shareholders to accept the offer.
The making of the offer is subject to the satisfaction or waiver of European and US competition authority clearance pre-conditions and the offer is subject to the requisite approval of BOC's shareholders and the English Courts. Given the complementary product portfolios of both companies, Linde expects that the pre-conditions can be satisfied. Linde currently anticipates this will occur by the end of May 2006. If the pre-conditions are satisfied by that time, the transaction is expected to be completed in the third quarter of 2006.
Following the acquisition, Linde will be one of the world's leading industrial gases and engineering groups with combined gas and engineering sales of approximately Euro 11.9 billion.
The funds necessary for the acquisition will be provided under a credit facility entered into with Commerzbank AG, Deutsche Bank AG, Dresdner Bank AG, Morgan Stanley International Limited and The Royal Bank of Scotland plc. The credit facility will be refinanced through a combination of a capital increase in an amount of Euro 1,4 to 1,8 billion, hybrid capital (1,2 to 1,6 Euro billion), the issue of bonds, bank loans and the divestment of selected activities. It is Linde's intention to maintain an investment grade rating for the combined group.