Linklaters has advised Linde on three divestments and the completion of a complex carve-out

Linklaters has advised Linde on three divestments and the completion of a complex carve-out which cleared the path for the business combination of Linde AG and Praxair, Inc. to form a new enterprise (Linde plc.) with an aggregated market capitalisation of close to 100 bn USD.

The divestments and carve-out were required by the US Federal Trade Commission (FTC) to lift the FTC-mandated hold-separate regime preventing post-merger integration of the Linde and Praxair businesses. 

Matheson Tri-Gas, Inc., the largest subsidiary of the Taiyo Nippon Sanso Corporation Group, the fourth largest global supplier of industrial, speciality and electronic gases , acquired parts of Linde’s US HyCO business consisting of five HyCO plants in four US states, as well as a pipeline customer near the Houston ship channel and other assets (Note: HyCO is an industry term covering the production of hydrogen, carbon monoxide, or syngas, which is a mixture of hydrogen, carbon monoxide and carbon dioxide). 

Linde also divested its syngas and methanol business located in La Porte, Texas, to LyondellBasell, one of the leading plastics, chemicals and refining companies in the world. LyondellBasell is the largest licensor of polyethylene and polypropylene technologies; it also produces ethylene, propylene, polyolefins, and oxyfuels.

Further, Linde sold a 365 kilo tons per annum synthesis gas production unit to Celanese Corporation, a global chemical and specialty materials company based in Irving, Texas. The production unit is located at the Celanese Clear Lake acetyl intermediates manufacturing facility in Pasadena, Texas. 

Finally, Linklaters has comprehensively advised Linde in completing a highly complex carve-out across the Americas (United States, Canada, Brazil and Colombia) in relation to Linde’s divestiture of businesses to a Messer/CVC consortium which was also a pre-requisite for the business combination of Linde AG with Praxair.

All four aforementioned transactions were highly entangled in numerous aspects and required seamless coordination across practice groups and jurisdictions as well as close cooperation from the legal and business teams. 

The Linklaters core team was led by Dr. Timo Engelhardt, a Munich based Corporate/M&A partner and included Thomas McGrath (Partner, Antitrust, New York), Alberto Luzarraga (Partner, Corporate M&A, New York), Pieter van den Broecke (Partner, IP, Brussels), David Brockway (Partner, Tax, Washington), Martina Farkas (Managing Associate), Dr. Ruprecht Freiherr von Maltzahn (Managing Associate, both Munich), Josh Feit, Henry Makeham (Associates, New York), Martin Schunke (Associate), Jennifer Klement (Senior Transaction Lawyer) (both Munich, all Corporate/M&A), Tom de Coster (Managing Associate, IP, Brussels). 

Further team members were:

Vijaya Palaniswamy (Partner, Projects, Washington), Chris Staples (Partner, Environment, London), Michael Kam (Senior Counsel, Employment), Sean McKeever (Counsel, Tax), William Huynh (Senior Associate), John Eichlin (Senior Associate), Ben Bauer (Senior Associate) (all Competition/Antitrust; New York), Frances Wang (Associate), Tina Guo (Associate), Jess Blakemore (Associate), Nandy Millette (Associate) (all Corporate/M&A, New York), Gitanjali Shankar (Managing Associate, New York), Francis McCabe (Associate, Washington, both Projects), Allison Moffett (Associate, Corporate/Employment, New York), Christopher Quinn (Managing Associate), Klaudia Owsianka (Associate) (both Corporate/M&A, Warsaw), Aileen Buchanan (Associate, Environment, London), Patrick Neidinger (Managing Associate), Florian Schmitt (Associate, both TMT, Munich).