13:00 | 10.11.2017
Linde plc’s Exchange Offer Acceptance Ratio Reaches 75.7%

Linde plc announced today that approximately 75.7% of the ordinary
shares of Linde AG entitled to voting rights were tendered at the end of
the acceptance period of Linde plc’s exchange offer, satisfying the 60%
minimum acceptance condition. Accordingly, all transaction closing
conditions for the proposed business combination of Praxair, Inc. (NYSE:
PX) and Linde AG (XETRA: LIN) were satisfied at the end of the
acceptance period, except for certain antitrust and other regulatory

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The exchange offer acceptance period expired on November 7, 2017, at
24:00 (CET). Linde AG shareholders who have not tendered their shares
can still tender during the additional offer acceptance period, which
has started following today’s announcement of the final results of the
acceptance ratio reached during the initial acceptance period and which
will expire on November 24, 2017, 24:00 (CET). At the end of the
acceptance period, withdrawal rights regarding Linde AG shares tendered
in the exchange offer expired.

The acceptance level of 75.7% exceeds Linde plc’s originally stated
minimum acceptance threshold of 75%. All shareholders who have not
already tendered their shares are encouraged to do so during the
additional offer acceptance period. The final acceptance level at the
end of the exchange offer process is an important factor to facilitate
certain post-close reorganization measures (including a domination and
profit and loss transfer agreement, squeeze-out, and/or down-listing or
de-listing, all of which are described in the offer document, as
amended). Further, MSCI Global Standard Indexes and FTSE Russell
announced in October that they intend to replace the original Linde AG
share class that is currently included in their indices with the class
of tendered Linde AG shares (ISIN DE000A2E4L75).

The business combination remains subject to the receipt of regulatory
approvals and is expected to be completed in the second half of 2018.

Linde AG shareholders may direct their questions to Linde’s Information
Agent, Georgeson, at
or by phone on 00 800 3917 3917 (toll free in Europe) and +44 207 019
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
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
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 U.S. Securities and
Exchange Commission (“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, published by Linde plc on
August 15, 2017, and amended by Linde plc on October 23, 2017 (the
“offer document”). Praxair’s stockholders approved the merger at
Praxair’s special meeting held on September 27, 2017, and all closing
conditions (except regulatory approvals) were satisfied at the
expiration of the initial exchange offer acceptance period on November
7, 2017. The consummation of the proposed business combination remains
subject to regulatory approvals.
free copy of documents filed by Praxair, Linde and Linde plc with the
SEC on the SEC’s Web site at
The offer document is available for free at Linde plc’s Web site at
Furthermore, the offer document is available at BaFin’s Web site for
free at
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
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; 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
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.

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