ITEM 7.01 Regulation FD Disclosure
Linde plc (“the Company”) was formed in accordance with the requirements of the business combination agreement, dated as of June 1, 2017, as amended (the “Business Combination Agreement”), pursuant to which, among other things, Praxair, Inc., a Delaware corporation (“Praxair”), and Linde Aktiengesellschaft, a stock corporation incorporated under the laws of Germany (“Linde AG”), agreed to combine their respective businesses through an all-stock transaction, and become subsidiaries of the Company.
On October 31, 2018, Praxair and Linde AG combined under the Company, as contemplated by the Business Combination Agreement (the “Business Combination”). Pursuant to the Business Combination Agreement, (i) Praxair became an indirect wholly-owned subsidiary of the Company through the merger of Zamalight Subco, Inc., an indirect wholly-owned Delaware subsidiary of the Company, with and into Praxair (the “Merger”), and (ii) Linde AG became an indirect subsidiary of the Company through an exchange offer by the Company for each issued and outstanding bearer share of Linde AG (the “Exchange Offer”). Under the Exchange Offer, the Company exchanged each Linde AG tendered share for 1.540 ordinary shares of the Company. Each share of Praxair common stock was converted into 1.000 ordinary share of the Company.
In connection with the Business Combination, the Company, Praxair and Linde AG also entered into various transactions to satisfy regulatory requirements, which included merger-related divestitures required by governmental regulatory authorities as a condition of approval for the Merger ("merger-related divestitures").
The following 2018 unaudited pro forma income statement information ("Pro Forma Information") is presented to illustrate the estimated effects of the Business Combination and other transactions presented herein, such as the merger-related divestitures, and includes certain adjustments as noted below. It has been prepared based upon currently available information and assumptions deemed appropriate by management and is not necessarily indicative of what the Company's results of operations actually would have been had the Merger been completed on January 1, 2018. In addition, the unaudited pro forma income statements do not intend to be a projection of the future operating results of the Company. The financial information is presented as if the Merger had been consummated on January 1, 2018 and combines the historical results of Praxair and Linde AG.
Linde plc is furnishing this Current Report on Form 8-K to provide 2018 pro forma and adjusted pro forma information, attached hereto as Exhibit 99.1. The information contained in this report, including Exhibit 99.1, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this report shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.
The information contained in this Form 8-K is being furnished pursuant to Regulation FD in order to provide the financial community with summary financial information and historical data that is on a basis consistent with how the Company will report current financial information. The information will provide investors with tools that management uses to budget, make operating and strategic decisions and evaluate performance. This financial information should be read in conjunction with the separate historical financial statements and accompanying notes contained in each of the Company's and Praxair's Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K for the applicable periods filed with the U.S. Securities and Exchange Commission as well as the audited consolidated financial statements and notes thereto of Linde AG, as previously filed as Exhibit 99.3 to the Company’s Form 8-K reporting the completion of the Business Combination on October 31, 2018.