But the 94% approval from shareholders is considered a weak result by German standards and the second lowest showing among the company's executives and directors after fired finance chief Georg Denoke.
Under the terms of the merger to create the world's biggest industrial gases group, the new Linde would be run out of Connecticut by PX CEO Steve Angel, with Reitzle as chairman; the headquarters of the new holding company probably will be in Ireland, Linde CEO Aldo Belloni says.
Shareholder adviser Ivox Glass Lewis has called on Linde (OTCPK:LNEGY) investors to vote against signing off on the actions of its supervisory board due to problems in the handling of a planned merger with Praxair (NYSE:PX).
The $65B all-share merger of equals would reunite a global industrial gases company that split in WWI and would create a market leader to rival Air Liquide (OTCPK:AIQUY).
Merger talks between Praxair (NYSE:PX) and Linde (OTCPK:LNAGF) are facing legal complexities that mean the deal will not be finalized as planned before Linde's annual shareholder meeting on May 10, Reuters reports.
The deal also has met strong resistance from German trade unions who fear a dilution of their influence when the headquarters moves out of Germany and more profitable PX applies its operating practices worldwide.
Linde's labor representatives, who control half the seats on the company's supervisory board, said last week they planned to vote against the deal, which they fear will result in significant job losses in Europe, but the chairman is allowed to cast a double vote in the case of a deadlock.
Linde's supervisory board is scheduled to meet on Thursday but will not yet vote on the merger as the terms are still being negotiated.
Linde (OTCPK:LNAGF) labor representatives threaten to derail the company's planned $65B merger with Praxair (PX +0.4%), urging their board members to vote against the deal and asking for support from the German government, Reuters reports.
The merger would result in significant job losses in European Union countries outside Germany to achieve the promised $1B of synergies and would destroy the essence of Linde's brand, according to the company's European works council.
Linde's supervisory board, which includes labor representatives, voted unanimously in December in favor of the intention to merge, in exchange for job guarantees through 2021 for the company's 8K German workers.
The CEO also defends his decision not to call a shareholder meeting to approve the deal, saying the negotiation of such a complex deal "naturally takes time," although the companies' December merger announcement said they expected to execute a definitive agreement "as soon as possible."
A merger agreement reportedly will not be signed this month because of delays caused by German unions, who fear their influence in a combined company will be diminished.
Air Products (NYSE:APD) says it made an offer to buy Yingde Gases Group, China's biggest producer of industrial gases, for an undisclosed sum.
A deal would help APD to leapfrog rivals in China, where Praxair (NYSE:PX) has at least 22 wholly owned units and 10 joint ventures, and would help it respond to competition globally from its bigger rival, which last month agreed to buy Germany’s Linde to create the world’s largest supplier of industrial gases.
APD says its offer is preliminary and there is no certainty a deal will be concluded.
The agreement is still non-binding, but the companies say the publicly traded new holding company bearing Linde's name would launch a public exchange offer to Linde shareholders, who would receive 1.54 shares for each Linde share; PX shareholders would receive one share in the new holding company for each PX share.
The companies expect annual cost savings of ~$1B from integrating their operations.
Praxair CEO Steve Angel and Linde Chairman Wolfgang Reitzle would have the same titles after the merger.
According to various media reports, an agreement on their $65B merger could be announced as early as Wednesday.
Initial discussions collapsed in September due to disputes over personnel, headquarters and other details, but Linde (OTCPK:LNEGY) is said to have revived talks after Praxair (NYSE:PX) provided new assurances over jobs and corporate governance.
Linde also says CEO Wolfgang Buechele will step down sooner than planned, with former executive board member Aldo Ernesto Belloni returning from retirement to replace him, effective tomorrow.
The failure of initial merger talks with PX in September already had led to management changes at Linde, with CFO Georg Denoke leaving immediately and CEO Buechele saying he would stay on only until April.
Linde (OTCPK:LNAGF) supervisory board Chairman Wolfgang Reitzle is still in favor of a tie-up between the German industrial gases maker and U.S. rival Praxair (NYSE:PX), which has made a renewed merger proposal.
Recent concessions to Linde include giving the company's Munich headquarters a bigger role than initially planned and as well as providing some job guarantees, sources told Handelsblatt.
A combination of Linde and Praxair, each worth ~$30B, could create the world's largest industrial gas producer.
"Although anti-trust regulatory clearance seems feasible, it requires substantial divestment and is still uncertain," a Bernstein analyst says, adding that Linde likely would demand merger terms that Praxair, known for its bidding discipline, could struggle to accept.