FRANKFURT/MUNICH (Reuters) - The boards of Linde LING.DE and Praxair PX.N voted on Thursday to merge, creating a $73 billion global industrial gases leader in what is likely to be the last in a wave of combinations that has resulted in a highly consolidated market.
The deal combines U.S. firm Praxair’s operational efficiency and strength in the Americas with the leading technology of Germany’s Linde and its strong presence in Europe and Asia, overtaking main competitor France’s Air Liquide (AIRP.PA).
News of the merger, which will reunite a global Linde group that was split a century ago by World War One, sent Praxair shares in the United States to a record high. The stock was trading up 1.9 percent at $134.83 by 1906 GMT.
The all-share merger of equals, which still has to be approved by a majority of Praxair’s shareholders, represents a triumph for Linde’s Wolfgang Reitzle, a former chief executive who returned as chairman to seal the deal.
Linde’s shareholders will not vote on the deal but 75 percent must tender their shares to the new company for the deal to go through.
Reitzle, who effectively discarded Linde’s former CEO and finance chief to push through the merger after a failed attempt last year, was spared from having to use his casting vote as chairman when labour opposition crumbled at the last minute - as reported by Reuters on Wednesday.
Labour delegates, who enjoy equal representation with shareholder delegates under German law on Linde’s supervisory board, had threatened to scupper the deal, but in the end were divided by German job guarantees conditional on the merger.
Linde’s supervisory board voted by six to five in favor of the merger, with one labour representative abstaining, four sources familiar with the matter said.
The new holding company will be incorporated in Ireland - where workers do not have the co-determination rights that they do in Germany over company strategy. Most governance activities including board meetings will take place in Britain.
The companies raised their cost-savings target from the merger to $1.2 billion from $1 billion within three years - including efficiency programs already initiated.
The deal is expected to close in the second half of 2018, the two companies said.
Trade union IG BCE criticized Linde’s management for not having more actively sought a consensus with labour, as is the norm in Germany. “It is regrettable that the capital side did not take us up on our offer of talks,” a spokesman said.
Matthias Machnig, secretary of state in Germany’s economy ministry, said: “An opportunity to win the acceptance of workers for the planned merger was unfortunately missed with today’s decision in the supervisory board.”
Veteran dealmaker Reitzle, who was the architect of Linde’s 8 billion-pound ($10 billion) agreement to take over Britain’s BOC in 2006 and re-engineered the $50 billion Lafarge-Holcim (LHN.S) building materials merger in 2015, had repeatedly said he was reluctant to use his casting vote to force the merger.
The 68-year-old, a highly sought-after executive in Germany who twice narrowly missed becoming CEO of luxury carmaker BMW (BMWG.DE), will become chairman of the merged company, while Praxair CEO Steve Angel will be chief executive.
Linde shareholders will be offered 1.54 shares in the new company for every Linde share they hold, while Praxair shareholders will be offered one for one - leading to a roughly 50:50 ownership split.
Linde and Praxair’s CEOs will hold a news conference at 0900 GMT on Friday in Munich.
(This version of the story corrects to make clear the majority of Praxair, Linde shareholders that have to accept deal in paragraphs 4 and 5)
Reporting by Georgina Prodhan and Joern Poltz; Editing by Sabine Wollrab and Edmund Blair