Munich, June 23, 2017 – Due to the planned merger with Praxair, Linde will be terminating its program for American depositary receipts (“ADR”) effective September 29, 2017. ADRs are not subject to the public offer to exchange Linde shares for shares in the new holding company, therefore ADR holders must exchange their ADRs for Linde shares in order to participate in the exchange offer. Linde has provided Deutsche Bank, the depositary bank for its ADR program, notice of its intention to terminate the ADR program. All registered holders of ADRs will be given notice of termination. After the termination of the ADR program, ADR holders will only be able to submit their ADRs for cancellation and receive Linde shares for such cancellation; ADR holders will not be able to transfer their ADRs. Each ADR represents one-tenth of one ordinary share of Linde. As of May 31, 2017, the company’s ADR program includes approximately 17.7m ADRs outstanding. This amount represents slightly under 1 percent of Linde’s total shares outstanding.
Linde and Praxair announced on June 1, 2017 that both companies had entered into a definitive business combination agreement to come together under a new holding company through an all‐stock merger of equals transaction. Under the proposed terms of the transaction, Linde shareholders will be offered 1.54 shares in the new holding company for each Linde share tendered in the exchange offer. As per the business combination agreement, the transaction is subject to certain conditions, including the tendering of a minimum of 75 percent of outstanding Linde shares.
ADRs are depositary receipts traded in the US market instead of ordinary shares and are issued by a US bank representing a specified quota of shares in a foreign stock. ADRs are denominated in US dollars, with the underlying security held by a US financial institution overseas, and holders of ADRs realize any dividends and capital gains in US dollars.
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.