Hugin-News: Linde AG

Linde AG

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For immediate release Wiesbaden, 24 January 2006 Linde AG ('Linde') Further to today's announcement by The BOC Group plc ('BOC'), Linde confirms that it has made an approach to BOC. The basis for this approach is the strong industrial logic of a combination. The two groups are complementary in terms of products and regions and together have the potential to create a leading industrial gases business. Given the complementary fit of the two groups, Linde is confident that any anti-trust issues should be capable of being satisfactorily resolved. Linde emphasises that this is a friendly approach. The two companies have enjoyed excellent relations over many years and Linde will continue to look for the support of BOC's board and management. The approach is based on an all cash offer at 1,500p per share and is subject to a limited number of standard pre-conditions which Linde believes can be readily satisfied. Linde is well advanced in arranging financing for a possible transaction and its banks are highly confident that such financing can be arranged rapidly. Notwithstanding any of the above, there can be no certainty that any offer will be made or that a transaction will result even if the pre-conditions are satisfied or waived. A further announcement will be made in due course if appropriate. 24 January 2006 Press enquiries: Linde AG Harry Roegner +49 611 770 146 Uwe Wolfinger +49 611 770 264 Thomas Eisenlohr +49 611 770 610 Deutsche Bank +44 207 545 8000 Nigel Meek Stephan Leithner Morgan Stanley +44 207 425 8000 Dietrich Becker Dieter Turowski Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of The BOC Group, all 'dealings' in any 'relevant securities' of The BOC Group, (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of The BOC Group, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant securities' of The BOC Group by Linde or The BOC Group, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk. 'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be found on the Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Takeover Panel. Deutsche Bank AG ('Deutsche Bank'), which is authorised by Bundesanstalt für Finanzdienstleistungsaufsicht and by the Financial Services Authority ('FSA') and is regulated by the FSA for the conduct of UK business, is acting for Linde AG and no one else in relation to (or in connection with) the approach and will not be responsible to anyone other than Linde AG for providing the protections afforded to clients of Deutsche Bank or for providing advice in relation to the approach or on any matter referred to in this announcement. Morgan Stanley & Co. Limited ('Morgan Stanley') is acting for Linde AG and no one else in relation to or in connection with the approach and will not be responsible to anyone other than Linde AG for providing the protections afforded to clients of Morgan Stanley or for providing advice in relation to the approach or on any matter referred to in this announcement.

--- Ende der Mitteilung --- WKN: 648300; ISIN: DE0006483001; Index: CDAX, DAX, Prime All Share, HDAX; Notiert: Prime Standard in Frankfurter Wertpapierbörse, Amtlicher Markt in Börse Berlin Bremen, Amtlicher Markt in Bayerische Börse München, Amtlicher Markt in Börse Düsseldorf, Amtlicher Markt in Börse Stuttgart, Amtlicher Markt in Hanseatische Wertpapierbörse zu Hamburg, Freiverkehr in Niedersächsische Börse zu Hannover, Amtlicher Markt in Frankfurter Wertpapierbörse;