Acquisition of The BOC Group plc


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
and disposal groups

 

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
assets held for sale

 

508

 

 

508

 

 

 

 

 

 

 

Group income statement

 

 

 

 

 

 

in € million

 

 

 

 

 

5 September
– 31 December 2006

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
– 31 December 2006

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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