THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OR INVITATION TO PURCHASE ANY SECURITIES
Wiesbaden/London, 5 September 2006 - Recommended cash Offer for The BOC Group plc ('BOC') by Linde AG ('Linde') by means of a Scheme of Arrangement (the 'Scheme') under section 425 of the Companies Act 1985 (the 'Offer').
Scheme of Arrangement Becomes Effective
The boards of BOC and Linde are pleased to announce that the Scheme of Arrangement has now become effective and, accordingly, BOC is now a member of the Linde Group.
Under the terms of the Scheme, BOC Shareholders are entitled to receive 1600 pence for each BOC Share held at the Scheme Record Time (6.00 p.m. on 4 September 2006) and, to the extent that they are entitled to receive Loan Notes under the Loan Note Alternative, £1.00 of Loan Notes for each £1.00 of cash consideration to which they would otherwise be entitled under the Scheme. BOC Shareholders will also receive 20.25 pence per share by way of the Second Interim Dividend for each BOC Share held at the Scheme Record Time.
Payment of the cash consideration, and the Second Interim Dividend, and the issue of certificates in respect of the Loan Notes under the Loan Note Alternative, is expected to be made on 19 September 2006.
Capitalised terms in this announcement have the same meaning as in the Scheme Document dated 22 July 2006.
For further information:
Linde AG
Press
Uwe Wolfinger
Phone: +49 611 770 264
Linde AG
Investor Relations
Thomas Eisenlohr
Phone: +49 611 770 610
BOC
Press
Nigel Abbott
Phone: +44 1276 477222
BOC
Investor Relations
Christopher Marsay
Phone: +44 1276 477222
The Maitland Consultancy
Neil Bennett
Phone: +44 20 7379 5151
Deutsche Bank
Nigel Meek
Stephan Leithner
James Arculus
Phone: +44 207 545 8000
Morgan Stanley
Dieter Turowski
Henry Stewart
Phone: +44 207 425 8000
JPMorgan Cazenove
Mark Breuer
Barry Weir
Michael Wentworth-Stanley
Phone: +44 207 588 2828
Merrill Lynch
Bob Wigley
Kevin Smith
Mark Astaire
Phone: +44 207 628 1000
This announcement does not constitute an offer or invitation to purchase any securities.
The Loan Notes to be issued in connection with the Offer have not been, nor will they be, registered under the US Securities Act or under the applicable securities laws of any state, district or other jurisdiction of the United States or of Canada, Australia, New Zealand, Malaysia or Japan and no regulatory clearances in respect of the Loan Notes have been, or will be, applied for in any jurisdiction. Accordingly, Loan Notes are not being and, unless permitted by applicable law and regulation, may not be offered sold, resold, delivered or transferred, directly or indirectly, in or into the United States, Canada, Australia, New Zealand, Malaysia or Japan or to, or for the account or benefit of, any Restricted Overseas Person.
Certain BOC shareholders will be Restricted Overseas Persons under the terms of the Scheme and such persons will not be entitled to receive Loan Notes and will be entitled to receive only cash consideration.
Deutsche Bank, which is authorised by Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) and by the Financial Services Authority (FSA) and is regulated by the FSA for the conduct of UK business, is acting exclusively for Linde and no one else in connection with the Offer and will not be responsible to anyone other than Linde for providing the protections afforded to clients of Deutsche Bank nor for providing advice in connection with the Offer.
Morgan Stanley is acting for Linde in connection with the Offer and no one else and will not be responsible to anyone other than Linde for providing the protections afforded to clients of Morgan Stanley or for providing advice in relation to the Offer or any other matters referred to in this announcement.
JPMorgan Cazenove, which is regulated in the UK by the FSA, is acting exclusively for BOC and no one else in connection with the Offer and will not be responsible to anyone other than BOC for providing the protections afforded to clients of JPMorgan Cazenove nor for providing advice in relation to the Offer or any other matters referred to in this announcement.
Merrill Lynch is acting exclusively for BOC in connection with the Offer and no one else and will not be responsible to anyone other than BOC for providing the protections afforded to clients of Merrill Lynch or for providing advice in relation to the Offer or any other matters referred to in this announcement.
Notice to US Investors in BOC: The Offer relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act. Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the US tender offer rules. Financial information included in the documentation has been prepared in accordance with accounting standards applicable in the UK and Germany that may not be comparable to the financial statements of US companies.