Proposed Business Combination Between Praxair, Inc. and Linde AG Receives Unconditional Antitrust Clearance in Russia, Satisfying a Closing Condition

GUILDFORD, United Kingdom–(BUSINESS WIRE)–In accordance with the exchange offer document published on August 15,
2017, Linde plc announced today that the proposed business combination
between Praxair, Inc. (NYSE:PX) and Linde AG (Xetra:LIN) received
unconditional antitrust clearance in Russia, satisfying a closing
condition (Regulatory Condition – Russia). Linde plc is a newly
incorporated public limited company formed on April 18, 2017, that will
become the parent company of Praxair and Linde AG upon the completion of
the business combination.

The business combination remains subject to the satisfaction of other
transaction closing conditions, including achieving the minimum
acceptance ratio of 75% in Linde plc’s exchange offer for Linde AG
shares, and the receipt of all other regulatory approvals and certain
other customary closing conditions. The acceptance period for Linde
plc’s exchange offer will expire on October 24, 2017 at 24:00 hours
(midnight) (Central European Time), unless extended. The business
combination is expected to be completed in the second half of 2018.

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 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 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 [email protected]
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.

Contacts

Linde AG
Linde Media Relations
Dr Frank Herkenhoff, +49
89 35757 1320
[email protected]
or
Linde
Investor Relations
Bernard Wang, +49 89 35757 1328
[email protected]
or
Praxair,
Inc.
Praxair Media Relations
Lisa Esneault, +1 203-837-2448
[email protected]
or
Praxair
Investor Relations
Juan Pelaez, +1 203-837-2213
[email protected]