Review of the year


January
Linde AG confirms its interest in acquiring the British company The BOC Group. This friendly approach is based on a cash offer of 1,500 British pence per share. A merger of the two companies would be a logical step, as Linde and BOC complement each other almost perfectly, both in terms of their markets and their products.

February
The Executive Board of Linde presents the annual financial statements for the 2005 financial year. “We have become more effective and efficient and are therefore well-equipped for the tasks which lie ahead,” sums up Professor Wolfgang Reitzle, President of the Executive Board of Linde AG. Given the positive overall business performance, the Executive Board proposes to the Supervisory Board that a resolution be put to the vote at the Shareholders’ Meeting on 4 May 2006 to increase the dividend from €1.25 to €1.40 per share.

March
Linde makes a conditional offer to purchase all the shares in The BOC Group for 1,600 British pence per share in cash. The BOC Board of Directors proposes recommending the acceptance of this offer by its shareholders. The submission of the acquisition offer is conditional on the approval of the EU and US competition authorities. The offer requires the approval of the BOC shareholders and the relevant English courts. The transaction is due to be completed in the third quarter of 2006.

April
In the first quarter of the 2006 financial year, Linde achieves significant increases in sales and operating profit (EBIT) and confirms its forecast for the whole year. “We have taken advantage of the good economic environment and have begun the new financial year at full pelt,” comments CEO Reitzle.

May
The syndication of the credit which Linde AG will use to finance the acquisition of BOC is completed. The transaction involves Deutsche Bank, Commerzbank, Dresdner Kleinwort Wasserstein, Morgan Stanley and the Royal Bank of Scotland. The value of the credit is around €15 billion.

June
The European Commission approves the acquisition of The BOC Group by Linde AG, subject to certain conditions. These relate to the disposal of Linde’s gases business in the UK, BOC’s gases operations in Poland and some customer contracts for ethylene oxide in the UK and Ireland. Linde also agrees to dispose of various helium supply contracts and to terminate certain joint ventures between BOC and Air Liquide in the Asia/Pacific region to the extent agreed with the Commission.

July
The US Federal Trade Commission (FTC) issues its approval of the acquisition of The BOC Group by Linde, subject to certain disposals. Linde agrees to sell eight air separation plants in the United States. Linde will also dispose of three supply contracts for liquefied helium with suppliers in the United States, Russia and Poland, together with the associated plants.

Via its financing subsidiary Linde Finance B.V., Linde issues a hybrid bond in two tranches worth a total of €1.05 billion. The transaction is substantially oversubscribed.

At the same time, Linde successfully increases its share capital. Around 99.9 percent of the subscription rights for new shares are exercised. The proceeds of the issue are around €1.8 billion. The capital increase and the hybrid bond are part of the refinancing of the offer to acquire all the shares in The BOC Group.

In the first six months of 2006, Linde achieves significant increases in sales and operating profit (EBIT). “What’s special about this half-year is that we have continued to improve our business operations, while at the same time successfully meeting the additional challenges in the run-up to the proposed acquisition of BOC,” explains CEO Reitzle.

August
Qatar Shell GTL Ltd, which belongs to the Royal Dutch Shell Group, and Qatar Petroleum award Linde the contract to build eight large air separation plants for the Pearl Gas-To-Liquids (GTL) plant in Ras Laffan Industrial City, Qatar. The Pearl GTL plant will be the largest integrated complex of its kind in the world. Linde will supply the plants to produce the required amount of oxygen, around 860,000 cubic metres per hour, making this the largest contract for air separation plants ever put out to tender.

The shareholders of The BOC Group ratify the proposed acquisition of the company by Linde at extraordinary general meetings in accordance with British legal procedures.

September
The merger of Linde and BOC to form The Linde Group creates a world-leading industrial gases and engineering group. On a pro forma basis, The Linde Group achieves annual sales of around €12 billion and, with about 53,000 employees worldwide, an operating profit (EBIT) of €1.6 billion. The Corporate Centre of the Group is established in two locations. The principal place of business is Munich, which is where the Executive Board is based, while a second head office with support functions is based in Surrey, England, near the former headquarters of The BOC Group.

The global interests of The Linde Group are also reflected at the highest management level of the new group. The top management team will consist of five members, led by Professor Wolfgang Reitzle (57), the President of the Executive Board of Linde AG. The other members of the Executive Board will be Dr. Aldo Belloni (56), already a member of the Executive Board of Linde AG, Kent Masters (45) and Trevor Burt (48) from the former BOC organisation, and Georg Denoke (41), previously responsible for finance at Linde Gas. He succeeds Dr. Peter Diesch, who will leave the Group at the end of the year at his own request.

October
In Lohhof near Munich, The Linde Group opens the Linde Hydrogen Center. This facility, unique in terms of its intended use, combines the functions of a hydrogen fuelling station with those of a technology test centre, training establishment and presentation platform. The capital outlay for the Hydrogen Center, which is equipped with the most up-to-the-minute technology, is €3 million. The Center highlights the leading role of The Linde Group in the field of hydrogen technology.

November
The Linde Group achieves double-digit increases in sales and operating profit in the third quarter and, following the radical reorganisation of the past few months, paves the way for a successful future. “I am very confident that this trend will persist and that we will be able to exploit the huge opportunities for growth and synergies presented by the merger with BOC,” says Wolfgang Reitzle, the President of the Executive Board of Linde AG.

The KION Group, which The Linde Group set up as a new legally independent umbrella company for the three brands (Linde, Still and OM) of forklift trucks and logistics equipment, is sold at a price of €4 billion to a consortium comprising the financial investors Kohlberg Kravis Roberts & Co. (KKR) and Goldman Sachs Capital Partners. The validity of the contract is dependent on the receipt of approval from the appropriate competition authorities. This is a further milestone in the conversion of The Linde Group into a pure gases and engineering group.

December
Linde and the petrochemical company SINOPEC Qilu enter into an agreement to set up a joint venture company with equal shares, as well as a long-term supply agreement for industrial gases. The joint venture, which is called Zibo BOC Qilu Gases Co. Ltd, has an investment volume of around USD 64 million. In addition to the two existing air separation plants which SINOPEC Qilu brings into the joint venture, a new air separation plant is to be built in Zibo in the Chinese province of Shandong by March 2008. This will have a capacity of 1,500 tonnes of oxygen per day. The joint venture will supply SINOPEC Qilu, other companies in the region and export markets with more than 4,000 tonnes of oxygen, nitrogen and argon per day.



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