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TRANSACT IONS LINDE AND PRAXAIR ANNOUNCE INTENTION TO MERGE Linde AG and Praxair, Inc. announced that the companies intend to combine in a merger of equals under a new holding company through an all-stock transaction. Based on 2015 reported results, the combination would create a company with pro forma revenues of approximately $30 billion, prior to any divestitures, and a current market value in excess of $65 billion. The proposed merger would bring together two leading companies in the global industrial gas industry, leveraging the proven strengths of each. The transaction would unite Linde’s long-held leadership in technology with Praxair’s efficient operating model, creating a global leader. The combined company would enjoy strong positions in all key geographies and end markets and create a more diverse and balanced global portfolio. Additionally, it would enable the development and delivery of more innovative products and services to customers. “The strategic combination between Linde and Praxair would leverage the complementary strengths of each across a larger global footprint and create a more resilient portfolio with increased exposure to long-term macro growth trends,” said Steve Angel, Praxair’s chairman and CEO. “We consider this to be a true strategic merger, as it brings together the capabilities, talented people and best-in- class processes of both companies, creating a unique and compelling opportunity for all of our stakeholders.“ “Under the Linde brand, we want to combine our companies’ business and technology capabilities and form a global industrial gas leader. Beyond the strategic fit, the compelling, value-creating combination would achieve a robust balance sheet and cash flow

approvals and execute the definitive Business Combination Agreement in the comingmonths. Execution of a definitive Business Combination Agreement remains subject to confirmatory due diligence, further negotiations and board approvals of both Linde and Praxair. Perella Weinberg Partners and Morgan Stanley are acting as financial advisors and Hengeler Mueller, Cravath, Swaine & Moore LLP and Linklaters LLP are serving as legal counsel to Linde. Credit Suisse is acting as exclusive financial advisor and Sullivan & Cromwell LLP is serving as legal counsel to Praxair. THE FALCON GROUP ACQUIRES J. BELLIVEAU & ASSOCIATES The Falcon Group announced its recent acquisition of J. Belliveau & Associates . This comes as part of The Falcon Group’s sales initiative related to foreseen growth in this market sector. Jim Belliveau brings 30 years of experience in building envelope design, construction and maintenance which will greatly enhance Falcon’s existing Miami staff and further assist in serving their growing client base. Through this acquisition and Falcon’s strong relationship with the employees from JBA, Falcon has increased their capabilities and local experience as well as enhanced our ability to provide better and more comprehensive service. “Jim and I believe that we have created a relationship that can be very responsive to our clients’ needs, provide professional services within a competitive fee structure and positively increase the clients’ experience with JBA, now an integral part of the Falcon Group,” say William Pyznar, principal of the Falcon Group.

and generate financial flexibility to invest in our future,” said Aldo Belloni, CEO of Linde. The merged company would create significant value for shareholders through the realization of approximately $1 billion in annual synergies, driven by scale benefits, cost savings and efficiency improvements. The combined company will be governed by a single board of directors with equal representation from Linde and Praxair. Linde’s Supervisory Board Chairman, Wolfgang Reitzle, would become chairman of the new company’s board. Steve Angel would become CEO and a member of the board of directors. The combined company will adopt the globally-recognized Linde name and be listed on both the New York Stock Exchange and the Frankfurt Stock Exchange. The new company will seek inclusion in the S&P 500 and DAX indices. The new holding company will be formed and domiciled in a neutral member state of the European Economic Area, with the CEO based in Danbury, Connecticut. Corporate functions would be appropriately split between Danbury, Connecticut and Munich, Germany to help achieve efficiencies for the combined company. Under the proposed terms of the transaction, Linde shareholders would receive 1.540 shares in the new holding company for each Linde share exchanged in the German offer, and Praxair shareholders would receive one share in the new holding company for each Praxair share. As a result, current Linde and Praxair shareholders would each own approximately 50 percent of the combined company, assuming a 100 percent share exchange in the German offer. The parties expect to complete their internal

communication. I build teams of people smarter than me. I give them impossible goals, equally impossible deadlines, and still we achieve. I attribute these successes to solid communication, reading situations for stressors, and always being ready for the assist. And, of course, asking the simple question: What can I do for you today? JAY THORNTON is Zweig Group’s director of IT and ecommerce. He can be reached at jthornton@zweiggroup.com. I attribute these successes to solid communication, reading situations for stressors, and always being ready for the assist.” “I build teams of people smarter than me. I give them impossible goals, equally impossible deadlines, and still we achieve.

JAY THORNTON, from page 9

Since then, I’ve asked this question from a number of roles managing teams, clients, customers, and companies across various industries. Teams love the personal attention. Managers get direct input into teams without pressure. And clients/customers are taken aback – just before they tell you exactly what they need to make them a long-term, loyal customer. It’s an “easy button” for business and interpersonal relations. Here’s the catch, though. You’ve got to deliver. And quickly. This doesn’t mean taking on a task you’re incapable of achieving, or trying to teach yourself a new skill. Do something you’re uniquely qualified to do, or something that will make life easier for that person. Doing this can also get you out of your own head for a minute. I tend to deliver and disappear where appropriate, letting that person get back to the task at hand. I’m a geek. I build platforms. I link systems. I tell you to reboot your computer. But I am also a student of

THE ZWEIG LETTER March 6, 2017, ISSUE 1190

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