On 6 March 2006, Linde AG submitted a recommended cash offer for The BOC Group plc, Windlesham, UK (BOC), for 1,600 pence per share in cash. Following the satisfaction of competition authority preconditions in the United States and in the European Union, the acquisition was also approved by the BOC shareholders and by the English Courts.
The Scheme of Arrangement came into effect on 5 September 2006, thus completing the acquisition of BOC by Linde.
As a result of the acquisition of BOC, Linde has become one of the world’s leading industrial gases and engineering groups. The regional presence of the two companies is complementary, and the combination of BOC and Linde has created a strong global network.
The acquisition was carried out under a Scheme of Arrangement and all the outstanding shares of BOC, as well as the existing share option schemes, were purchased for cash.
When BOC was consolidated into Linde for the first time from 5 September 2006 (after all the main conditions had been fulfilled), 373 fully-consolidated companies and 174 joint ventures or associates were included in the consolidation.
Due to the size and complexity of the acquisition, BOC could only be included in the quarterly financial statements of Linde for the nine months to 30 September 2006 at a provisional figure of the book values of the net assets acquired. At 31 December 2006, we have provisional figures for the purchase price allocation in accordance with IFRS 3, which are disclosed below. The results of the purchase price allocation should, according to the rules set out in IFRS 3, initially be seen as provisional, as there could be subsequent adjustments, especially to the figure for “Non-current assets held for sale and disposal groups” and to assets which have been separately identified.
The cost of BOC in accordance with IFRS 3 has changed slightly from the figure disclosed at 30 September 2006, mainly as a result of taking incidental acquisition expenses into account.
The following table shows the adjustment made to the cost of acquisition and to the provisional figure for goodwill in comparison with the information given in the quarterly report for the nine months to 30 September 2006:
|
Provisional difference arising on the acquisition of The BOC Group |
|
|
|
in € million |
|
05.09.2006 |
|
Cost of shares outstanding |
|
12,085 |
|
Cost of share options outstanding |
|
188 |
|
Provisional acquisition expenses |
|
99 |
|
Purchase cost of BOC |
|
12,372 |
|
|
|
|
|
Provisional difference between cost and net assets acquired before purchase price allocation at 30 September 2006 |
|
9,333 |
|
Change as a result of adjustment to cost |
|
33 |
|
Provisional difference between cost and net assets acquired before purchase price allocation at 31 December 2006 |
|
9,366 |
|
Customer relationships |
|
2,881 |
|
Brand name |
|
411 |
|
Technologies |
|
217 |
|
Other intangible assets |
|
38 |
|
Technical equipment |
|
528 |
|
Land and buildings |
|
308 |
|
Other tangible assets |
|
480 |
|
Investments in associates |
|
624 |
|
Non-current assets held for sale and disposal groups |
|
1,041 |
|
Other assets and other liabilities |
|
–279 |
|
Other changes to the opening balance |
|
30 |
|
Deferred taxes |
|
–1,716 |
|
Provisional goodwill at 31 December 2006 |
|
4,803 |
The acquisition of BOC had the following effect on the net assets, financial position and results of operations of The Linde Group:
|
Impact of acquisition of BOC on net assets, financial position and result of operations | ||||||
|
Opening balance at 5 September 2006 |
|
|
|
|
|
|
|
in € million |
|
Book value |
|
Adjustment |
|
Fair value |
|
Non-current assets |
|
4,884 |
|
5,351 |
|
10,235 |
|
Inventories |
|
324 |
|
25 |
|
349 |
|
Cash and cash equivalents |
|
691 |
|
– |
|
691 |
|
Non-current assets held for sale |
|
1,042 |
|
1,041 |
|
2,083 |
|
Other current assets |
|
938 |
|
– |
|
938 |
|
|
|
|
|
|
|
|
|
Equity |
|
3,037 |
|
4,534 |
|
7,571 |
|
Minority interests |
|
168 |
|
– |
|
168 |
|
Provisions for pensions and similar obligations |
|
812 |
|
– |
|
812 |
|
Other non-current liabilities |
|
1,850 |
|
1,874 |
|
3,724 |
|
Current liabilities |
|
1,504 |
|
9 |
|
1,513 |
|
Liabilities directly related to non-current |
|
508 |
|
– |
|
508 |
|
|
|
|
|
|
|
|
|
Group income statement |
|
|
|
|
|
|
|
in € million |
|
|
|
|
|
5 September |
|
Sales |
|
|
|
|
|
1,923 |
|
Cost of sales |
|
|
|
|
|
1,344 |
|
Gross profit on sales |
|
|
|
|
|
579 |
|
Other income and other expenses |
|
|
|
|
|
–572 |
|
Operating profit (EBIT) |
|
|
|
|
|
7 |
|
Financial result |
|
|
|
|
|
49 |
|
Earnings before taxes on income (EBT) |
|
|
|
|
|
56 |
|
Taxes on income |
|
|
|
|
|
–22 |
|
Earnings ater taxes on income |
|
|
|
|
|
78 |
|
Attributable to minority interests |
|
|
|
|
|
11 |
|
Attributable to Linde AG shareholders |
|
|
|
|
|
67 |
|
|
|
|
|
|
|
|
|
Group cash flow statement |
|
|
|
|
|
|
|
in € million |
|
|
|
|
|
5 September |
|
Cash flow from operating activities |
|
|
|
|
|
193 |
|
Cash flow from investing activities |
|
|
|
|
|
–168 |
|
Cash flow from financing activities |
|
|
|
|
|
–501 |
In the course of the BOC acquisition, certain conditions were imposed by the competition authorities in the United States and in the European Union. For this reason, the investments in BOC Gazy Poland and part of the helium business are disclosed as non-current assets held for sale in the opening balance sheet. The helium business had already been sold by 30 September 2006. Also included under this heading is the components business of BOC Edwards and the minority interest in AFROX Hospitals which was sold in September 2006. The investments in associates, Japan Air Gases and Indura, were also shown as non-current assets held for sale in the opening balance sheet. As these assets were included in the purchase price allocation at their fair values less costs to sell, there is no profit on disposal when these operations are deconsolidated.
The assets, liabilities and contingent liabilities identified in the course of the purchase price allocation comprise mainly – in accordance with BOC’s business model – customer relationships, the brand value of BOC and higher fair value adjustments on plants. In addition, technologies, advantageous contracts and current research and development costs have been recognised as intangible assets. Moreover, tangible assets have been recognised at their fair values, with significant fair value adjustments arising from land and buildings as well as from technical equipment and machinery. There were also fair value adjustments in respect of assets held for sale, investments in associates and inventories.
The goodwill arising on acquisition of €4.8 billion is mainly due to expected synergies from combining BOC’s activities with those of Linde and to assets which cannot be recognised as identifiable intangible assets (such as the quality and level of education of the BOC workforce).
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