Linde - Capital Increases and Rights Issues


The largest ABB in 2012 and the second largest since June 2009 (primary shares only).

The transaction was the largest German ABB in 2012 YTD and was very large in terms of precedents in previous years (one of the largest ever German follow-on offerings without rights).

The equity financing for the contemplated M&A transaction was achieved with certainty and in a manner that minimised overall equity/market/execution risk.

The final discount achieved of 5.4% compared very favourably to both precedent German follow-on transactions of similar size (both corporate and private equity sponsor sell-downs) and recent international precedents.

STJ advised on all key aspects of the transaction:

  • Establishment of enhanced bank syndicate 
  • Selection of the most efficient transaction structure ensured certainty of funds and met the issuer’s wider objective of de-risking the transaction in light of the M&A deal
  • Ultimately recommended a best effort ABO with backstop transaction as the optimal transaction structure vs. rights issue, bought deal and best effort ABO
  • Implemented an extremely cost-effective fee structure for the ABO
  • Review of key documentation and communication materials with the banks

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