Taiyo Nippon Sanso Corporation (TSE:4091) executed the share purchase agreement to acquire part of European businesses from Praxair, Inc. (NYSE:PX) and Praxair Euroholding, S. L. for €5 billion on July 5, 2018. The consideration will be paid in cash and will be adjusted by cash and debt balance and working capital variance at closing. The assets to be sold include Praxair's industrial gases businesses in Belgium, Denmark, France, Germany, Ireland, Italy, Netherlands, Norway, Portugal, Spain, Sweden and United Kingdom comprising of Praxair Espana, S.L, Praxair Deutschland Holding GmbH, Praxair Italia S.r.l. as well other entities. Praxair will continue to own, operate and maintain these businesses until the closing of the transaction. The transaction will be funded through cash on hand and procuring funds through bridge loans and after that through refinance by borrowing from financial institutions, issuing corporate bonds, and hybrid financing. The transaction will not be financed through equity financing. As of November 27, 2018, Taiyo Nippon Sanso decided to borrow the bridge loan of €5 billion from Mizuho Bank, Ltd. and signed a contract in order to acquire the shares of the corporation that operates the target business. The target business had net assets of €1.67 billion, total assets of €2.23 billion, sales revenue of €1.27 billion, EBIT of €266 million and EBITDA of €400.8 million for the period ending December 2017. The transaction is conditioned on the successful consummation of the Praxair-Linde merger, obtaining approval from the European Commission and the other relevant competition authorities as well as regulatory approvals. The transaction was notified to EU Commission on September 11, 2018. The date for the provisional deadline is set to October 16, 2018. To address the competition concerns, Praxair offered different commitments to win approvals. Inter alia, one of the condition is for Praxair to divest entire gas business in the EEA. As of September 30, 2018, Praxair is in the process of selling additional assets in an attempt to win approval for the tie-up. On October 16, 2018, EU Commission approved the transaction. The transaction is expected to be completed in November 2018.

Credit Suisse Securities acted as financial advisor and Lisa O'Neill, Elisabeth Moseley, Linda Zeman, Caroline Kavanagh, Marta Wrobel, Matthew Chen, Shawn Helms, Joanna Lin, Blake Wong, Paolo Cocchini and Andrea Hamilton of McDermott Will & Emery UK LLP acted as legal advisors for Praxair. Mizuho Securities acted as financial advisor and Peter Schorling, Paul Maher, Lee Albanese, Henrik Armah, Viola Bensinger, Sarah Moyles, Brian Petrequin, David Schwintowski, Koji Ishikawa, Thérood Melchers, Rafal Baranowski, Christoph Enaux, Stephen Pepper, Simon Harms, Gillian Sproul, Georg von Wallis, Graham Iversen, Niklas Conrad, Martin Hamer, Cate Sharp, Aonghus Heatley, Henning Sieber, Kati Beckmann, Stefan Lütje, Philipp Osteroth, Franca Biallas, Eleonore Chowdry, Johannes Sobanski, Anna Szyndler, Karoline Tauschke, Charles George, Christopher Ives, Eva Herdé, John Stapleton, Lennart Beckhaus, Nini Blom, Lucas Wüsthof, Johann-Frederik Schuldt, Julia Lubisch, Kathrin Peiffer, Johannes Steinfort, Tina Rechenbach, Alexandra Parascho, Koh Ueda, Julian Rindler, Claudia Stremel, Dorothee von Einem of Greenberg Traurig LLP, Jeroen Delvoie, Runa Vander Eeckt and Steven Declercq of Eubelius, Matthias Pannier, Karl Klackenberg, Carl Sander and Boris Kotur of Vinge, Antonella Capria, Rosario Zaccà, Alessandro Carra, Francesca Carlesi and Luca Amicarelli of Gianni Origoni Grippo Cappelli, Andrew Bartlett of Simpson Thacher & Bartlett acted as legal advisors for Taiyo Nippon Sanso. Maaike Postma, Philip ter Burg, Coen van der Mark, Suzan van de Kam, Ulrich Koeze, Anne Marie Snel, Bianca Bruijnesteijn, Ingrid de Haan, Jonathan Gal, Larissa Bogers of Buren acted as legal advisors for Praxair. Deutsche Bank Securities Inc. acted as a financial advisor to the consortium of Linde and Praxair. Kai Christian Fischer and Juan Carlos Hernanz of CUATRECASAS acted as legal advisors to Taiyo Nippon Sanso.

Taiyo Nippon Sanso Corporation (TSE:4091) completed the acquisition of part of European businesses from Praxair, Inc. (NYSE:PX) and Praxair Euroholding, S. L. for €4.9 billion on December 3, 2018. The operations will operate as Nippon Gases Europe. The new entity keeps all assets, organization, employees and management of Praxair Europe, therefore more than 2,600 employees.