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DGAP-Adhoc: Linde AG: Status of the proposed business combination - Advanced negotiations regarding sale of parts of Linde's Americas gases business

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DGAP-Ad-hoc: Linde AG / Key word(s): Merger
Linde AG: Status of the proposed business combination - Advanced
negotiations regarding sale of parts of Linde's Americas gases business

12-Jul-2018 / 13:28 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

Linde Aktiengesellschaft ("Linde") confirms that Linde and Praxair, Inc.
("Praxair") are in advanced negotiations with a consortium comprising Messer
Group GmbH and funds advised by CVC regarding the sale of the majority of
Linde's gases business in North America and certain Linde and Praxair assets
in South America. Any execution of the agreement would still be subject to
the approval of the competent boards of the contracting parties.

Linde and Praxair consider a divestiture of such business to be necessary in
order to allow merger clearance of the proposed business combination by the
relevant competition agencies. In the event of an execution of the
agreement, the sale would still be subject to the completion of the proposed
business combination of Linde and Praxair and regulatory approvals.

Person making the notification: Matthias Dachwald, Head of External

Information and Explanation of the Issuer to this News:

*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, 2017, which are available via the SEC's Web site at
www.sec.gov [1]. 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 by Linde plc with the SEC and in the offering document and/or any
prospectuses or supplements 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.

12-Jul-2018 CET/CEST The DGAP Distribution Services include Regulatory
Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de
Language: English
Company: Linde AG
Klosterhofstraße 1
80331 München
Phone: +49.89.35757-01
Fax: +49.89.35757-1075
E-mail: matthias.dachwald@linde.com
Internet: www.linde.de
ISIN: DE0006483001, DE000A2E4L75
WKN: 648300, A2E4L7
Indices: DAX
Listed: Regulated Market in Berlin, Dusseldorf, Frankfurt (Prime
Standard), Hamburg, Munich, Stuttgart; Regulated Unofficial Market
in Hanover, Tradegate Exchange; SIX

End of Announcement DGAP News Service

703929 12-Jul-2018 CET/CEST

1: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=06ef6c17def16ce7eac59267b13d54ba&application_id=703929&site_id=vwd&application_name=news

(END) Dow Jones Newswires

July 12, 2018 07:28 ET ( 11:28 GMT)

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