July 5, 2018
To Whom It May Concern:
Company Name:
Representative:

Contact::

Taiyo Nippon Sanso Corporation
Yujiro Ichihara, Representative Director,President-CEO(Code: 4091, 1st Section of Tokyo StockExchange)
Hisataka Ose, Managing Director,
Corporate Communications(TEL: 03-5788-8015)

Notice of Acquisition (100% Ownership) of US Company, Praxair, Inc.’s European Businesses
We hereby announce that on June 7, 2018 (Japan Time) our board meeting resolved that we would participate
in the bid in relation to the sale of a part of the European businesses by Praxair, Inc. (“Praxair”). Following thenegotiations on the terms and conditions, we executed the share purchase agreement with Praxair on July 5 ,2018 (Japan time).

1. Background of Acquisition
On June 1, 2017, US company Praxair, Inc. reached an agreement with German company Linde
Aktiengesellshaft (“Linde AG”) to merge by establishing a newly formed Irish holding company. The competition
law authorities in the relevant countries are reviewing that merger, and the European Commission is requestingthat Praxair sell a part of its European businesses to a third party. We have now executed the share purchaseagreement in order to acquire the shares of the corporations running such businesses via a European subsidiary
to be newly established. The execution of the above-mentioned transaction is conditioned on the ultimate LindePraxair being consummated which requires Praxair and Linde AG obtaining approval from the competition
authorities for the merger in the relevant countries and our company obtaining approval from the European
Commission and the other relevant competition authorities for executing the acquisition.

2. Purpose of Acquisition
We are aiming at “one trillion yen in sales, a 10% operating margin ratio, 10% or more ROCE, 50% or more
overseas sales” as our long-term management vision in order to make ourselves more globally competitive andto firmly establish our place in the industry reorganization environment. We regard this acquisition as a means
to make a large advancement toward realizing such vision and an attractive opportunity with strategic significanceat the same time.
The industrial gas market in Europe is the second largest behind the North American market, and its
competition environment is stable. This acquisition will accelerate our global expansion by obtaining businesses
with a certain share in the market in which we have not had previous participation. Further, we will be able toacquire profitable businesses with a certain scale and network (e.g., manufacturing base) as well as talented
personnel including the current top management and business platform. Based on such business foundation,
we are planning to provide our products, such as environmental responsive products, and to reinforce our groupwide functions, such as enhancement of our marketing to global firms.

1

3. Summary of Acquisition(1) Summary of Target Businesses
The industrial gas business of Praxair’s European territories in Germany, Spain, Portugal, Italy, Norway,Denmark, Sweden, the Netherlands and Belgium, the carbon dioxide gas business in the United Kingdom,Ireland, the Netherlands and France and the helium-related businesses.
(2) Acquisition Structure
We will acquire the shares of the companies related to the target businesses.
(3) Number of Shares to be Acquired, Acquisition Price and Possession Situation before and after Acquisition
Number of Shares to be Acquired: The precise number of shares to be acquired has not been fixed, so we will
make another announcement once it is fixed.
Acquisition Price1: 5,000 million Euro (approximately 643.8 billion yen2)
1 Acquisition Price will be adjusted by cash and debt balance and working capital variance etc at closing.
2converted at the exchange rate of one Euro to 128.76yen (as of July 4, 2018)
Advisory Costs, etc.：Approximately 2.7 billion yen(4) Plans for Raising Capital
We plan to raise funds in consideration of preventing against lower capital efficiency due to stock dilution andmaintaining financial soundness. Specifically, after cash on hand and procuring funds through bridge loans foracquisition funds, we plan to refinance by borrowing from financial institutions, issuing corporate bonds, andhybrid financing3 etc., and we do not plan to finance by equity financing.
Although it is debt, it is a form of financing having features similar to equity such as arbitrary deferral of interest,
deferral of ultra-long-term repayment terms, liquidation procedures and subordination in bankruptcy
proceedings, without causing dilution of shares. We assume that the credit rating agencies (i.e., Japan Credit
Rating Agency, Ltd and Rating and Investment Information, Inc.)would be able to approve certain level of equityof the procurement amount by the financing.
3

4. Principal Target Businesses
As we are not able to disclose management performance and financial position for certain of the companies
related to the target businesses, we inform a brief description of three major entities conducting the targetbusinesses.
(1)

Name

Praxair Espana, S.L.

(2)

Address

Calle Orense, 11 E-28020 Madrid, Spain(3)

Name and position ofrepresentative

Eduardo Gil (Managing Director)(4)Type of business

Manufacture and sale of industrial gas and related machinery and equipment(5)

Capital amount

1,012,180.16 Euro

(6)

Year of Establishment

1954

(7)

Major shareholders
and stockholding ratio

Praxair Euroholding S.L. (100%)(8)

Relationship between
the listed company
and the target
companies

Capitalrelationship

N/A

Personal
relationship

N/A

Transactional
relationship

N/A2

(1)

Name

Praxair Deutschland Holding GmbH

(2)

Address

Hans-Bockler-Strasse 1 (Kennedyhaus), 40476 Dusseldorf, Germany(3)

Name and position ofrepresentative

Frank Wegmann (Managing Director)(4)Type of business

Manufacture and sale of industrial gas and related machinery and equipment(5)

Capital amount

61,000,000.00 Euro

(6)

Year of Establishment

2004

(7)

Major shareholders
and stockholding ratio

Praxair Euroholding S.L. (100%)

Relationship between
the listed company
and the target
companies(8)

Capitalrelationship

N/A

Personal
relationship

N/A

Transactional
relationship

N/A

(1)

Name

Praxair Italia S.r.l.

(2)

Address

Via Benigno Crespi n.19, Milan, Italy(3)

Name and position ofrepresentative

Raoul Giudici (Managing Director）(4)

Type of business

Manufacture and sale of industrial gas and related machinery and equipment(5)

Capital amount

25,000,000.00 Euro

(6)

Year of Establishment

2014

(7)

Major shareholders
and stockholding ratio

Praxair Euroholding S.L. (100%)

Relationship between
the listed company
and the target
companies(8)

Capitalrelationship

N/A

Personal
relationship

N/A

Transactional
relationshipN/A

5. Consolidated management performance and consolidated statement of financial position4 of the target
businesses within a period of the most recent three (3) years
Accounting Period

December 2016

December 2017

Net Assets－1,670.4 million Euro

1,673.0 million Euro

Total Assets－2,236.9 million Euro

2,229.1 million Euro

1,096.3 million Euro

1,183.3 million Euro

1,273.7 million EuroEBIT

230.9 million Euro

253.7 million Euro

266.0 million EuroEBITDA

349.7 million Euro

381.0 million Euro

400.8 million Euro

Sales revenue

December 2015

4 Above chart includes all the entities’ figures to be acquired.

Net Assets and total assets as of December 2015 are not available and therefore not disclosed.

36. Overview of Seller of Stock to be Acquired (as of March 31, 2018)(1)

NamePraxair, Inc.

(2)

Address

10 Riverview Dr., Danbury, CT 06810, USA(3)

Name and position ofrepresentative

Steve Angel (Chairman & CEO)

(4)Type of business

Manufacture and sale of industrial gas and related machinery and equipment(5)

Capital amount$41,467,000(6)Date of establishment

1907

(7)

Total capital$6,884,000,000(8)

Total assets$20,592,000,000(9)Major shareholders
and stockholding ratio

The Vanguard Group, Inc. （7.52%）
Capital World Investors （6.36%）(10)

Relationship between
the listed company
and the targetcompanies

Capitalrelationship

N/APersonal
relationship

N/A

Transactional
relationship

N/A

Applicable
circumstances
to the parties

N/A

7．Schedule(1)

Date of resolution ofthe board of directors(The resolution of thebid participation)

June 7, 2018(2)

Execution date ofagreements

July 5, 2018(3)

Effective date of sharetransfer

November 2018 (Estimated)

8．Future Prospects
We will make another announcement regarding March 2019 consolidated management performance of ourCompany resulting from this transaction after a detailed review following completion of the purchase procedures.
Additionally, if this acquisition is completed, we plan to make revisions in our mid-term business plan “Ortus Stage2” (accounting periods March 2018 through March 2021). The revised mid-term business plans will be
conducted after the acquisition procedures are completed, and we will make another announcement.

End4