No assurance can be given that the required approvals will be obtained or that the required conditions to the business combination will be satisfied, and if they are, as to the terms, conditions and timing of the approvals. While timing agreements with the FTC and a Phase II review by the European Commission are customary in large transactions of this nature and the companies are continuing to work closely and cooperatively with regulators, any delay for regulatory reasons could diminish the anticipated benefits of the business combination or result in additional transaction costs. Eastern Time on the 120th calendar day following the date on which Praxair and Linde AG provide written notice to the FTC of their intention to close, unless they have received prior notice that the FTC has closed its investigation. In accordance with such timing agreements, the proposed business combination will not close before 12:01 a.m. and Linde AG entered into timing agreements with the United States Federal Trade Commission (the “FTC”). For example, on February 16, 2018, the European Commission initiated a Phase II review of the proposed business combination and on August 31, 2017, Praxair, Inc. The relevant agencies have commenced or may commence in-depth investigations, may impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of Linde plc’s, Praxair’s and Linde AG’s respective businesses. In addition, regulatory approvals have been solicited and filings made in other jurisdictions in which the parties mutually agreed antitrust filings to be necessary. Statutory waiting periods (including extensions thereof) under merger control or competition law regimes in the United States (including CFIUS approval), the European Union, Brazil, Canada, China, India, Mexico, and South Korea. Upon completion of the business combination, Linde plc will apply to list its ordinary shares on the New York Stock Exchange and the Frankfurt Stock Exchange, and will seek inclusion in the S&P 500 and DAX 30 indices. The parties currently expect the business combination to be completed in the second half of 2018. Praxair, Inc.’s stockholders approved the merger at Praxair, Inc.’s special meeting held on September 27, 2017, and on November 24, 2017, the tender period for the exchange offer expired with approximately 92% of all Linde AG shares entitled to voting rights being tendered. common stock will be converted into the right to receive one Linde plc ordinary share. In the merger, each share of Praxair, Inc. surviving the merger (the “merger”, and together with the exchange offer, the “business combination” ).
In addition, upon completion of the exchange offer, Zamalight Subco, Inc., an indirect wholly-owned Delaware subsidiary of Linde plc, will merge with and into Praxair, Inc., with Praxair, Inc.
Pursuant to the offer document, Linde plc made an offer to exchange each issued and outstanding no-par value bearer share of Linde AG for 1.540 ordinary shares of Linde plc (the “exchange offer”). Linde plc also filed an offer document with the German Federal Financial Supervisory Authority ( Bundesanstalt fuer Finanzdienstleistungsaufsicht ) (“BaFin”) which was approved for publication by BaFin on Augand published by Linde plc on Aug(the "offer document"). Securities and Exchange Commission ("SEC") on August 14, 2017.
#Linde praxair registration#
In connection with the proposed business combination, Linde plc filed a Registration Statement on Form S-4 ("the registration statement") which was declared effective by the U.
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