The information set forth below is a summary that should be read together with the consolidated financial statements of Linde plc and the related notes thereto, included in Item 8 to this Form 10-K.
To date, Linde plc has not conducted any material activities other than those incidental to its formation and the matters contemplated by the business combination agreement. Linde plc does not have any material assets and the management of Linde plc has not resolved to make any future investments other than in relation to the business combination. In connection with the proposed business combination, Linde plc filed a Registration Statement on Form S-4 which was declared effective by the SEC on August 14, 2017.
On July 24, 2017 Linde plc entered into a cash management agreement with Praxair International Finance UC to finance the Company´s working capital obligations. The total available amount under the facility is €30,000,000. The cash management agreement is Euro denominated and has a variable interest rate of one month EUR LIBOR plus a 0% spread. The cash management agreement terminates on the earlier of the termination date of the business combination agreement or the business day immediately following the closing date of the business combination. As of December 31, 2017, $9,501,470 was outstanding under this facility primarily related to SEC registration fees paid by Praxair International Finance UC on behalf of Linde plc.
In addition, Linde plc has incurred expenses of $1,882,646 for the period from inception to December 31, 2017, primarily related to accounting and advisory services incurred in connection with the business combination.
As of December 31, 2017, Linde plc did not have any off-balance sheet arrangements. In addition, as of December 31, 2017, Linde plc did not have any long-term debt, capital lease obligations, operating lease obligations, purchase obligations or other long-term liabilities.
Forward-looking Statements
Certain statements and assumptions in this document contain or are based on “forward-looking” information. Forward-looking statements are based on Linde plc’s beliefs and assumptions on the basis of factors currently known to them. These forward-looking statements include terms and phrases such as: “anticipate,” “expect,” “continue,” “should,” “could,” “may,” “plan,” “project,” “predict,” “will,” “potential,” “forecast,” and similar expressions. These forward-looking statements include statements regarding benefits of the proposed business combination, integration plans and expected synergies and cost reductions, anticipated future growth, financial and operating performance and results. Forward-looking statements involve significant risks and uncertainties that may cause actual results to be materially different from the results predicted or expected. No assurance can be given that these forward-looking statements will prove accurate and correct, or that projected or anticipated future results will be achieved. All forward-looking statements included in this document are based upon information available to Linde plc on the date hereof, and Linde plc disclaims and does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than Linde plc has described. All such factors are difficult to predict and beyond Linde plc’s control. These factors include:
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| • | failure to obtain applicable governmental or regulatory approvals in a timely manner or otherwise, or being required to accept conditions, including divestitures, that could reduce the anticipated benefits of the proposed business combination as a condition to obtaining regulatory approvals; |
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| • | the ability to implement the business combination and to satisfy applicable closing conditions; |
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| • | the ability to integrate the operations of Praxair and Linde, the ultimate outcome of Linde plc’s commercial and operating strategy following completion of the business combination, including the ultimate ability to realize synergies and cost reductions; |
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| • | operating costs, customer loss or business disruption being greater than expected in anticipation of, or, if consummated, following, the business combination; |
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| • | the effects of a combination of Praxair and Linde, including Linde plc’s future financial position, operating results, strategy and plans; |
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| • | Linde plc’s ability to maintain effective internal controls; |
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| • | unanticipated litigation, claims or assessments, as well as the outcome/impact of any current/pending litigation, claims or assessments, including in connection with a potential post-completion reorganization with respect to Linde AG; |
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| • | potential security violations to Linde plc's information technology systems; |
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| • | the investment performance of Praxair’s and/or Linde’s pension plan assets, which could require Praxair and/or Linde to increase their pension contributions; |
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| • | changes in legislation or governmental regulations affecting Linde plc; international, national or local economic, social or political conditions or other factors such as currency exchange rates, inflation rates, recessionary or expansive trends, taxes and regulations and laws that could adversely affect Linde plc, Praxair and Linde or their clients; and |
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| • | other factors discussed elsewhere in this document and in the section "Risk Factors" included in Item 1A. of this Form 10-K. |
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