Event Publicly Available Information:
The Eligible Market Participant that raised the DC Question notes the following:
Linde AG and Praxair, Inc. agreed to merge. Documentation relating to the merger is available here: https://investors.linde.com/archive/merger/press-releases. The Linde AG legal entity continued to exist following such merger and information about its corporate personality is available at the common registers of the federal states of Germany (www.handelsregister.de).
Based on filings available at the common registers of the federal states of Germany, in April 2019, Linde AG (HRB 169850) merged into Linde Intermediate Holding AG (HRB 234880). Linde Intermediate Holding AG then changed its name to Linde AG. In May 2020, Linde AG (HRB 234880) converted into Linde GmbH (HRB 256407).
| Date | Description | Document |
|---|---|---|
| Closed | The EMEA DC considered the DC Question in respect of Linde AG. The EMEA DC noted that Linde AG had been subject to a merger in April 2019, with the surviving entity changing its name to Linde AG and subsequently converting from an AG to a GmbH in December 2019. Merger On 8 April 2019 Linde AG (Original Linde AG) merged into Linde Intermediate Holding AG and ceased to exist. Linde Intermediate Holding AG (the surviving entity) then changed its name to Linde AG (New Linde AG). The EMEA DC concluded that Original Linde AG had at least one Relevant Obligation outstanding at the time of the merger and all obligations were assumed by New Linde AG due to the merger. Accordingly, the EMEA DC concluded that New Linde AG was a Universal Successor, was the sole Successor to Original Linde AG and the Succession Date was 8 April 2019. Conversion On 4 May 2020, New Linde AG converted its corporate personality from an AG to a GmbH with the new corporate name Linde GmbH. The conversion means that New Linde AG continues to exist as the same corporate legal personality (albeit with an altered legal form and a new name). Accordingly, the EMEA DC considered that this would not give rise to a succession for the purposes of the 2014 Definitions but that Transactions referencing New Linde AG as a result of the succession above should be treated as referencing Linde GmbH as it is the same legal entity. This follows the approach of the EMEA DC in relation to the conversion of Constellium N.V into Constellium SE and Vivendi into Vivendi SE. Note: updated to fix a typographical error which referred to Linde Intermediate AG rather than Linde Intermediate Holding AG as one of the prior names of Linde GmbH. | |
| Request Accepted by DC | Pursuant to the standing resolution passed by the EMEA Determinations Committee (DC) on June 21, 2010, the first meeting of the EMEA DC to deliberate the DC Questions relating to this DC Issue has been deferred pending deliberation of such DC Questions by the EMEA DC legal subcommittee. Please refer to EMEA_DC_Standing_Resolution_210610. | |
| Pending DC Consent |