German gases and engineering group Linde and US-bases Praxair, a global leader industrial gases, have agreed to combine in a $65-billion merger under a new holding company through an all-stock transaction.

The combination would create a company with pro forma revenues of approximately $30 billion (EUR28 billion), prior to any divestitures, a statement said.

The combined company would enjoy strong positions in all key geographies and end markets and create a more diverse and balanced global portfolio. Additionally, it would enable the development and delivery of more innovative products and services to customers.

"The strategic combination between Linde and Praxair would leverage the complementary strengths of each across a larger global footprint and create a more resilient portfolio with increased exposure to long-term macro growth trends," said Steve Angel, Praxair’s Chairman and CEO.

"We consider this to be a true strategic merger, as it brings together the capabilities, talented people and best-in-class processes of both companies, creating a unique and compelling opportunity for all of our stakeholders."

"Under the Linde brand, we want to combine our companies’ business and technology capabilities and form a global industrial gas leader. Beyond the strategic fit, the compelling, value-creating combination would achieve a robust balance sheet and cash flow and generate financial flexibility to invest in our future," said Professor Dr Aldo Belloni, CEO of Linde.

The merged company would create significant value for shareholders through the realization of approximately $1 billion (EUR 0.9 billion) in annual synergies, driven by scale benefits, cost savings and efficiency improvements, the statement said.

The combined company would be governed by a single Board of Directors with equal representation from Linde and Praxair. Linde’s supervisory board chairman, Professor Dr Wolfgang Reitzle, would become chairman of the new company, while Praxair’s chairman and CEO, Steve Angel, would become CEO and a member of the Board of Directors.

The combined company would adopt the globally-recognized Linde name and be listed on both the New York Stock Exchange (NYSE) and the Frankfurt Stock Exchange.

Under the proposed terms of the transaction, Linde shareholders would receive 1.540 shares in the new holding company for each Linde share exchanged in the German offer, and Praxair shareholders would receive one share in the new holding company for each Praxair share.

As a result, current Linde and Praxair shareholders would each own approximately 50 per cent of the combined company, assuming a 100 per cent share exchange in the German offer.

Perella Weinberg Partners and Morgan Stanley are acting as financial advisors and Hengeler Mueller, Cravath, Swaine & Moore LLP and Linklaters LLP (regulatory) are serving as legal counsel to Linde. Credit Suisse is acting as exclusive financial advisor and Sullivan & Cromwell LLP is serving as legal counsel to Praxair. – TradeArabia News Service