Stacked deck

6 February 2006 By Robert Cyran Follow @rob_cyran

Take Linde. The German conglomerate s E12bn bid for BOC would more than double Linde s size and leave it highlygeared. Yet Linde doesn t have to offer shareholders a vote. Only the supervisory board votes and may not represent the will of minority holders.

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Linde, the German conglomerate has made an unsolicited bid for BOC, a UKbased industrial gases company. The bid values BOC at an enterprise value of E12bn.

Under German law, a takeover would only need to be approved by Linde's supervisory board.

The board has 16 members, half of which are employee representatives. Of the remaining eight, one each is provided by Deutsche Bank, Commerzbank and Allianz AG. Another board representative is Linde's former executive board chairman.

Deutsche Bank, Commerzbank and Allianz own 32% of Linde shares. Institutional investors own 48% and private investors hold 20%.

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