ROHSTOFF INTERNATIONAL

10:44 | 23.10.2017
Linde plc Amends Exchange Offer Minimum Acceptance Condition

Linde plc today announced that it has decided to lower the minimum
acceptance ratio of the exchange offer for all ordinary shares of Linde
AG (XETRA:LIN) from 75% to 60% of all Linde AG shares entitled to voting
rights, following the consent by both Linde AG and Praxair, Inc. Linde
plc intends to publish the respective amendment to the exchange offer
document, which had initially been published on August 15, 2017, during
the course of today, inter alia, on the Internet at www.lindepraxairmerger.com
and file such amendment with the U.S. Securities and Exchange Commission
(“SEC”). Due to such amendment of the exchange offer, the acceptance
period of the exchange offer, which was originally scheduled to expire
on October 24, 2017 at 24:00 hours (CEST), will be extended by two weeks
and will now expire on November 7, 2017 at 24:00 hours (CET).

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Thus, the lowered minimum acceptance ratio has to be reached by November
7, 2017 at 24:00 hours (CET). Otherwise, the business combination
between Linde AG and Praxair, Inc. (NYSE:PX) will be terminated and
there will be no additional acceptance period.

The decision to reduce the minimum acceptance ratio has been taken in
particular to allow certain shareholders who are restricted from
tendering at an earlier stage to be included in the exchange offer. This
is especially true for index funds which are regularly not permitted to
tender their Linde AG shares before the respective index is adjusted to
the tendered share line in the context of the exchange offer. Such
adjustment typically occurs only when the minimum acceptance threshold
has been reached or if specific conditions for each relevant index have
been met. The reduction of the minimum acceptance threshold to 60% is
intended to address this issue and to permit the applicable index funds
to tender their shares during the extended acceptance period (or the
two-week additional acceptance period which follows the extended
acceptance period if the lowered minimum acceptance ratio has been met).

If the reduced minimum acceptance threshold is not met by November 7,
2017 at 24:00 hours (CET), the business combination between Linde AG and
Praxair, Inc. (NYSE:PX) will be terminated and there will be no
additional acceptance period. Accordingly, Linde shareholders should not
rely on the possibility of accepting the exchange offer during the
additional acceptance period.

The business combination remains subject to the satisfaction or waiver
of closing conditions, including the reduced minimum acceptance
threshold of 60% and the receipt of all regulatory approvals. We have
confidence in reaching an acceptance level of 75% or more at the end of
the exchange offer process, which is required for the success of the
transaction as it avoids an adverse tax event, as described in the offer
document and the amendment to the offer document. The parties continue
to expect that the business combination will be completed in the second
half of 2018.

Linde AG shareholders may direct their questions to Linde’s Information
Agent, Georgeson, at linde-praxair@georgeson.com
or by phone on 00 800 3917 3917 (toll free in Europe) and +44 207 019
7156. The offer document and the offer amendment are available for free
at Linde plc’s website at www.lindepraxairmerger.com.
You may also obtain a copy of the offer document and the offer amendment
from Deutsche Bank Aktiengesellschaft, Taunusanlage 12, 60325 Frankfurt
am Main, Germany for distribution free of charge (also available from
Deutsche Bank Aktiengesellschaft via e-mail to dct.tender-offers@db.com
or by telefax to +49 69 910 38794).
About Linde
In the 2016 financial year, The Linde Group generated revenue of EUR 17
billion, making it one of the leading gases and engineering companies in
the world, with approximately 60,000 employees working in more than 100
countries worldwide. The strategy of The Linde Group is geared towards
long-term profitable growth and focuses on the expansion of its
international business with forward-looking products and services. Linde
acts responsibly towards its shareholders, business partners, employees,
society and the environment in every one of its business areas, regions
and locations across the globe. The company is committed to technologies
and products that unite the goals of customer value and sustainable
development.
About Praxair
Praxair, Inc. is a leading industrial gas company in North and South
America and one of the largest worldwide.
With market capitalization of approximately $40 billion and 2016 sales
of $11 billion, the company employs over 26,000 people globally and has
been named to the Dow Jones® World Sustainability Index for 15
consecutive years. Praxair produces, sells and distributes atmospheric,
process and specialty gases,
and high-performance surface
coatings. Our products, services
and technologies are making our planet more productive by
bringing efficiency and environmental benefits to a wide variety of industries,
including aerospace,
chemicals,
food
and beverage, electronics,
energy,
healthcare,
manufacturing, primary metals
and many others. For more information about the company, please visit
our website at www.praxair.com.
Additional Information and Where to Find It
In connection with the proposed business combination between Praxair,
Inc. (“Praxair”) and Linde AG (“Linde”), Linde plc has filed a
Registration Statement on Form S-4 (which Registration Statement was
declared effective on August 14, 2017) with the SEC that includes (1) a
proxy statement of Praxair that also constitutes a prospectus for Linde
plc and (2) an offering prospectus of Linde plc to be used in connection
with Linde plc’s offer to acquire Linde shares held by U.S. holders.
Praxair has mailed 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 Linde plc, and Linde plc has
distributed the offering prospectus to Linde shareholders in the United
States in connection with Linde plc’s offer to acquire all of the
outstanding shares of Linde. Linde plc has also filed an offer document
with the German Federal Financial Supervisory Authority (Bundesanstalt
fuer Finanzdienstleistungsaufsicht) (“BaFin”) which was approved for
publication by BaFin on August 14, 2017 and published by Linde plc on
August 15, 2017. Praxair’s stockholders approved the merger at Praxair’s
special meeting held on September 27, 2017. The consummation of the
proposed business combination remains subject to regulatory approvals
and other customary closing conditions.
INVESTORS AND SECURITY HOLDERS OF LINDE ARE URGED TO READ THE OFFER
DOCUMENT REGARDING THE PROPOSED BUSINESS COMBINATION TRANSACTION AND
OFFER BECAUSE IT CONTAINS IMPORTANT INFORMATION. You may obtain a
free copy of documents filed by Praxair, Linde and Linde plc with the
SEC on the SEC’s Web site at www.sec.gov.
The offer document is available for free at Linde plc’s Web site at www.lindepraxairmerger.com.
Furthermore, the offer document is available at BaFin’s Web site for
free at www.bafin.de.
You may also obtain a copy of the offer document from Deutsche Bank
Aktiengesellschaft, Taunusanlage 12, 60325 Frankfurt am Main, Germany
for distribution free of charge (also available from Deutsche Bank
Aktiengesellschaft via e-mail to dct.tender-offers@db.com
or by telefax to +49 69 910 38794).

This document is neither an offer to purchase nor a solicitation of an
offer to sell shares of Linde plc, Praxair or Linde. The final terms and
further provisions regarding the public offer are disclosed in the offer
document and in documents 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.
Subject to the exceptions described in the offer document and to any
exceptions potentially granted by the respective regulatory authorities,
no offering of securities will be made directly or indirectly in any
jurisdiction where to do so would be a violation of the respective
national laws.
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 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 Linde’s or Praxair’s 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 Linde plc 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 Linde’s
and Praxair’s products and services; changes in tax laws, regulations or
interpretations that could increase Praxair’s, Linde’s or Linde plc’s
consolidated tax liabilities; and such other factors as are set forth in
Linde’s annual and interim financial reports made publicly available and
Praxair’s and Linde plc’s 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 Praxair’s Form 10-K
for the fiscal year ended December 31, 2016, which are available via the
SEC’s Web site 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, are more fully discussed in the proxy statement/prospectus
and the offering prospectus included in the Registration Statement on
Form S-4 filed with the SEC and in the 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 Linde plc 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 Linde plc on the
date hereof, and each of Linde, Praxair and Linde plc 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20171023005567/en/


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