The world’s biggest maker of industrial gases has asked a senior Dublin judge to confirm approval for a €72 billion reorganisation of its affairs in one of the largest commercial transactions to come before the Irish courts.
The move by Linde, which trades as BOC Industrial Gases in Ireland, comes one week after the company delisted its shares from the Frankfurt stock market. That followed a decision to list only on the New York Stock Exchange instead of a dual listing on the two markets.
The company, established by German inventor Carl von Linde in 1879, traces its historic roots back to the age of Bismarck. But the business has been legally domiciled in Ireland in more recent times, giving the High Court a key role even though Linde’s main offices are in Britain and the US.
After a series of legal manoeuvres in Dublin to give effect to the New York-only listing, Linde will be run by a new Irish-registered holding company created through an Irish scheme of arrangement and a related merger. The business had annual revenues of $33 billion (€31.2bn) in 2022.
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Although Mr Justice Denis McDonald has already issued orders in the case, legal notices for the next phase of the process reveal the huge scale of the internal financial reorganisation under way behind the scenes.
At a hearing in two weeks’ time the court will be asked to confirm measures to reduce the capital in Linde’s old Irish-registered holding company by $76.2 billion (€72.05bn) and leave only $1 million on the balance sheet. The objective is to create distributable reserves under Irish law, which will transfer later to Linde’s new holding company.
The Irish courts have overseen many large transactions over the years but rarely has a deal so large come up for approval.
Linde initiated the move last October, saying then that shareholders had become “negatively impacted by various factors” associated with the dual listing.
Chief executive Sanjiv Lamba said old structure “constrained our stock valuation through European restrictions in addition to incremental complexity”. A single New York listing was in the best interests of shareholders, the company said.
Many global groups choose to locate key legal entities in Ireland for tax reasons. But Linde has told shareholders that its “principal corporate tax domicile will be in the UK” in the new structure, just as it was in the old one.
Linde’s spokeswoman declined to comment on the legal proceedings in Dublin.
