Afrox - Cash offer by Linde for the BOC, the holding company of Afrox Release Date: 08/03/2006 16:29:03 Code(s): AFX
Afrox - Cash offer by Linde for the BOC, the holding company of Afrox
AFRICAN OXYGEN LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1927/000089/06)
JSE code: AFX & ISIN: ZAE000067120
NSX code: AOX
("Afrox" or "the Company")
CASH OFFER BY LINDE AG ("LINDE") FOR THE BOC GROUP PLC ("BOC"), THE HOLDING
COMPANY OF AFROX
Afrox shareholders are advised that on 6 March 2006 BOC and Linde announced that
they had reached agreement on the terms of a recommended cash offer by Linde for
the entire issued and to be issued share capital of BOC. It is intended that
the offer will be implemented by way of a court approved scheme of arrangement
under which BOC shareholders will receive 1,600 pence in cash for each BOC share
held by them.
The directors of BOC, who have been so advised by BOC"s financial advisers, JP
Morgan Cazenove Limited and Merrill Lynch International, have indicated that
they consider the terms of the offer to be fair and reasonable. In providing
their advice, JP Morgan Cazenove and Merrill Lynch have taken into account the
commercial assessments of the Directors of BOC. Accordingly, the directors of
BOC intend to recommend to BOC shareholders that they vote in favour of the
scheme of arrangement as they have undertaken to do in respect of their own
The making of the offer by Linde AG is subject to the satisfaction or waiver of
US and European competition authority clearance pre-conditions.
It is expected that the relevant documents will be posted to BOC shareholders
shortly after satisfaction or waiver of these pre-conditions. Whilst there can
be no certainty as to whether or when these pre-conditions will be satisfied or
waived, if this occurs by 31 May 2006, it is expected that the relevant
shareholder meetings to approve the scheme of arrangement will be held by the
end of July. The relevant resolutions must be approved at those meetings by a
majority in number of BOC shareholders present and voting, either in person or
by proxy, representing not less than 75 per cent. in value of the shares voted,
following which the approval of the High Court in London will be sought before
the Scheme becomes effective.
The transaction provides the opportunity for Linde and BOC to create a leading
worldwide focused industrial gases business with combined gas and engineering
sales of around Euro11.9 billion.
BOC, headquartered in the UK, is one of the world"s leading industrial gases
companies. It has an international portfolio grouped into three main lines of
Process Gas Solutions, encompassing large and small on-site supply schemes.
Industrial and Special Products, covering a range of products including
compressed gases, special and medical gases and LPG, as well as smaller sales of
bulk liquefied gases.
BOC Edwards supplying a wide range of materials, process-enabling equipment and
services to the semi-conductor industry and vacuum pumps for industrial and
BOC also has a specialist logistics business, Gist Limited, and through Afrox
has a 20 per cent interest in the Life Healthcare hospitals business.
For the financial year ended 30 September 2005, BOC reported earnings before
exceptional items of GBP334 million and total revenue (including share of
revenue generated by joint ventures and associates) of GBP4,605 million. In its
interim results for the three months ended 31 December 2005, BOC reported
earnings before exceptional and certain remeasurement items of GBP91 million on
total revenue of GBP1,224 million. As at 31 December 2005, the BOC Group had
shareholders" capital and reserves of GBP2,066 million.
BOC has a current market capitalisation of approximately GBP7.9 billion (based
on the closing price of 1,544 pence for each BOC Share on 3 March 2006). BOC
Shares are traded on the London Stock Exchange and BOC ADSs are traded on the
New York Stock Exchange. The BOC Group owns an effective 56 per cent interest
in the issued ordinary shares of Afrox.
Linde AG, headquartered in Germany, is a leading industrial gases and
engineering company. Linde is organised into the following business segments:
Gas and Engineering comprises Linde"s activities both in industrial and medical
gases and in plant construction
Material Handling is one of the largest manufacturers of industrial trucks in
the world and offers a comprehensive range of products: engine-powered forklift
trucks, electric trucks and warehouse equipment.
For the financial year ended 31 December 2005, Linde reported net income after
minority interests of Euro501 million and sales of Euro9,501 million. As at 31
December 2005, Linde had shareholders" capital and reserves excluding minority
interests of Euro4,364 million.
Linde has a current market capitalisation of approximately Euro7.9 billion
(based on the closing price of Euro65.84 for each Linde share on 3 March 2006)
and is a member of Germany"s DAX 30 Index (which includes the largest publicly-
owned companies in Germany).
A full copy of the announcement issued by the Boards of BOC and Linde on 6 March
2006 is available on www.boc.com. A further announcement to shareholders of
Afrox will be made when appropriate.
JP Morgan Cazenove, which is regulated in the UK by The Financial Services
Authority and Merrill Lynch are each acting exclusively for BOC in connection
with the offer referred to in this announcement and no one else. They will not
be responsible to anyone other than BOC for providing the protections afforded
to clients of JPMorgan Cazenove or Merrill Lynch respectively or for providing
advice in relation to the offer or any other matters referred to in this
8 March 2006
Barnard Jacobs Mellet Corporate Finance (Pty) Limited
Date: 08/03/2006 04:29:15 PM Supplied by www.sharenet.co.za
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