Linde’s $4.6 Billion Tender Offer and Merger Agreement with Lincare Holdings

On July 2, 2012, The Linde Group (“Linde”) entered into a definitive agreement for the acquisition of Lincare Holdings Inc. (“Lincare”), a U.S.-based homecare health company, for a total consideration of US$4.6 billion. Cravath represented Linde in connection with this transaction, which has been unanimously approved by the Lincare Board of Directors and is expected to close in the third quarter of 2012.

Under the terms of the agreement, Linde will make a tender offer for all outstanding shares of common stock of Lincare at US$41.50 per share in cash. Following the purchase of shares in the tender offer, Linde intends to complete the acquisition of Lincare through a merger, following which Lincare will become a wholly owned subsidiary of Linde.

The Cravath team included partners Richard Hall and Mark I. Greene and associates Aaron Gruber, Patricia M. Groot, Jisoo Kim, Jason R. Semine and Curtis S. Tiffany on corporate matters; partner Paul H. Zumbro on banking matters; partner Michael L. Schler and associate Andrew Carlon on tax matters; associates Jarrett R. Hoffman and Edward A. McGehee on executive compensation and benefits matters; senior attorney Annmarie M. Terraciano on environmental matters; partner Kevin J. Grehan and practice area attorney Gary R. Eisenman on real estate matters; practice area attorney Larry A. Coury on intellectual property matters; and partner Rowan D. Wilson, practice area attorney Robin C. Landis and associate M. Brent Byars on antitrust matters. Summer associates Ashley Hughes and David Willard also worked on corporate matters.