December 13, 2018

Notice Regarding Acquisition of a HyCO Business and Related Assets
in the United States
Taiyo Nippon Sanso Corporation (TNSC) announces it has concluded an agreement with the Linde Gas
North America LLC (hereafter “Linde America”) its subsidiary of the German company Linde
Aktiengesellschaft (hereafter “Linde AG”) to acquire a portion of its HyCO business (*1) and related
assets in the United States through its wholly-owned subsidiary, Matheson Tri-Gas, Inc. (hereafter“Matheson”, headquartered in Irving, Texas, United States).
(*1) “HyCO” stands for hydrogen (H2) and carbon monoxide (CO), which are separated fromnatural gas and other gases through a technology called Steam Methane Reforming (hereafter“SMR”) and other equipment. The HyCO business provides large-scale supply of H2 and CO tocustomers in oil refining and petrochemical industries by way of a pipeline.
1. Acquisition Background
Linde AG agreed to a merger with Praxair, Inc. (hereafter “Praxair”) on June 1, 2017. The UnitedStates Federal Trade Commission approved the merger between Linde AG and Praxair on October 22,
2018 with the condition that some of Linde AG’s businesses including a portion of HyCO businesses
in the United States be transferred to a third party. Thus Matheson recently concluded a contract with
Linde America to acquire its HyCO business and its related assets at five locations in the UnitedStates.
2. Purpose and Efficacy of the Acquisition
TNSC is aiming to expand in the gas technology field by utilizing M&A as a strategy for its
medium-term management plan entitled “Ortus Stage 2.” The Company decided on full-scale entry
into the HyCO business from the perspective of strengthening its proposal capabilities withenhancements to its product lineup. The acquisition further realizes this endeavor, and the following
can be expected as a result of the agreement:(1) Steady generation of earnings from on-site supply of H2 and CO(2) Acquisition of resources (people / technology) further facilitating operation of HyCO business(3) Strengthening of the ability to offer proposals that will capture demand for new on-site projects
in the U.S. (petroleum refining and petrochemicals, etc.)
3. Summary of Acquisition(1) Assets to be acquired: HyCO SMR plants (5 locations), pipelines, remote supervision systems(2) Acquisition value:*2413,070,000 USD (equivalent of approximately 46.8B JPY*2)

Assuming an exchange rate of 1 USD = ¥113.54 (as of December 12)(3) Payment method: Payment of the acquisition amount in cash on the acquisition completion date.
1(4) Method of funding: Acquisition funds will be procured through short-term bridge loans that will
be promptly refinanced with long-term debt after the completion of the acquisition.
(5) Acquisition to be completed upon the satisfaction of Federal Trade Commission requirements
4. Overview of subsidiary, Matheson
NameMatheson Tri-Gas, Inc.

Address

909 Lake Carolyn Parkway Suite 1300, Irving, TX 75039, U.S.A.

Name and position ofScott Kallman

representativeChairman, President & CEO

Type of business

Manufacture and sale of industrial gas and related machinery andequipment

Capital amount49USD

5. Future Prospects
We will make another announcement regarding March 2019 consolidated management performanceof our Company resulting from this transaction after a detailed review following completion of thepurchase procedures.

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