Merger of Linde Intermediate Holding AG and Linde Aktiengesellschaft (merger-related squeeze-out)
Merger of Linde Intermediate Holding AG and Linde Aktiengesellschaft (merger-related squeeze-out)
- Draft transfer resolution (PDF);
- Annual financial statements of Linde AG, the consolidated financial statements and the combined management reports for Linde AG and the Linde AG Group, in each case for the 2015, 2016 and 2017 financial years:
- Written report (including its annexes) of 1 November 2018 submitted by Linde Intermediate Holding AG in its capacity as the majority shareholder of the Company in accordance with section 62 para. 5 sentence 8 German Transformation Act, section 327c para. 2 sentence 1 German Stock Corporation Act on the preconditions of the transfer of the shares of the minority shareholders of Linde AG to Linde Intermediate Holding AG as well as on the explanation and justification of the adequateness of the fixed cash compensation (PDF);
- Guarantee statement issued by UniCredit Bank AG in accordance with section 62 para. 5 sentence 8 German Transformation Act, section 327b para. 3 German Stock Corporation Act of 31 October 2018 (PDF, German Original) (PDF, convenience translation in English);
- Audit report submitted in accordance with section 62 para. 5 sentence 8 German Transformation Act in conjunction with section 327c para. 2 sentences 2 to 4 German Stock Corporation Act by the auditor Ebner Stolz GmbH & Co. KG, Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Kronenstraße 30, 70174 Stuttgart, which was chosen and appointed by the regional court I of Munich (Landgericht München I), on the audit of the appropriateness of the cash compensation in light of the intended passing of a resolution on the transfer of the shares of the remaining shareholders of Linde AG (minority shareholders) to Linde Intermediate Holding AG of 31 October 2018 (PDF);
- Notarised merger agreement of 1 November 2018 entered into by Linde Intermediate Holding AG as the acquiring company and Linde AG as the transferring company (PDF);
- Annual financial statements of Linde Intermediate Holding AG for the 2017 short financial year and for the short financial year ended on 30 June 2018:
- Interim balance sheet of Linde AG as of 31 August 2018 (PDF);
- Joint merger report of 1 November 2018 (including its annexes) submitted as a precautionary measure by the executive boards of Linde Intermediate Holding AG and Linde AG in accordance with section 8 German Transformation Act (PDF); and
- Audit report of 31 October 2018 submitted in accordance with section 60 in conjunction with section 12 German Transformation Act as a precautionary measure for the legal entities involved in the merger by the auditor Ebner Stolz GmbH & Co. KG, Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Kronenstraße 30, 70174 Stuttgart, which was chosen and appointed by the regional court I of Munich (Landgericht München I), on the audit of the merger agreement entered into by Linde Intermediate Holding AG as the acquiring company and Linde AG as the transferring company (PDF).