SC TO-C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

LINCARE HOLDINGS INC.

(Name of Subject Company (Issuer))

LINDE US INC.

(Offeror)

An Indirect Wholly-Owned Subsidiary of

LINDE AG

(Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

532791100

(CUSIP Number of Class of Securities)

Solms Wittig

Linde AG

Klosterhofstrasse 1

80331 Munich

Germany

+49-89-35757-1001

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Richard Hall, Esq.

Mark I. Greene, Esq.

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019-7475

(212) 474-1000

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee
N/A	N/A

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: None	Filing Party: N/A
Form of Registration No.: N/A	Date Filed: N/A

x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x Third-party tender offer subject to Rule 14d-1.

o Issuer tender offer subject to Rule 13e-4.

o Going-private transaction subject to Rule 13e-3.

o Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

Item 12.  Exhibits

Exhibit No.	Description
(a)(5)(A)	Ad Hoc Announcement, dated July 1, 2012
(a)(5)(B)	Joint Press Release, dated July 2, 2012
(a)(5)(C)	Announcement Conference Call Presentation, dated July 2, 2012

INDEX OF EXHIBITS

Exhibit No.	Description
(a)(5)(A)	Ad Hoc Announcement, dated July 1, 2012
(a)(5)(B)	Joint Press Release, dated July 2, 2012
(a)(5)(C)	Announcement Conference Call Presentation, dated July 2, 2012

EX-99.(A)(5)(A)

Exhibit (a)(5)(A)

Linde intends to acquire Lincare Holdings Inc., Clearwater, Florida, for app. USD 4.6 billion

Ad-hoc-announcement according to section 15 WpHG

Munich, 1 July 2012 - Linde has signed a merger agreement with Lincare Holdings Inc., a US-based homecare health company.  Linde intends to acquire all outstanding shares of Lincare Holdings Inc. by submitting a cash offer to the Lincare Holdings Inc. shareholders of USD 41.50 per common share, followed by a merger.  The planned acquisition has a total transaction volume of approximately USD 4.6 billion.  Closing is expected for the third quarter of fiscal year 2012.  Completion of the offer and merger is subject to receipt of regulatory approvals and other customary closing conditions.

The funding of the transaction will be done by an acquisition loan in the total amount of USD 4.5 bn and through available cash.  The acquisition loan will be refinanced by debt and equity issuances.

The tender offer described herein has not yet commenced, and this material is neither an offer to purchase nor a solicitation of an offer to sell shares of Lincare Holdings Inc. common stock.  At the time the tender offer is commenced, Linde will file a tender offer statement with the United States Securities and Exchange Commission (the “SEC”).  Lincare Holdings Inc. shareholders are strongly advised to read the tender offer documents that will be filed with the SEC because they will contain important information that Lincare Holdings Inc. shareholders should consider before tendering their shares.  These documents will be available for free at the SEC’s website (http://www.sec.gov) and by directing a request to Linde AG, Klosterhofstraße 1, 80331 Munich, Germany.

Linde Aktiengesellschaft

Klosterhofstr. 1

80331 Munich

www.linde.com

info@linde.com

ISIN:           DE0006483001

For further information:
Media	Investor Relations
Uwe Wolfinger	Dr. Dominik Heger
Tel: +49.89.35757-1320	Tel: +49.89.35757-1334
Matthias Dachwald	Lisa Tilmann
Tel: +49.89.35757-1333	Tel: 49.89.35757-1328

EX-99.(A)(5)(B)

Exhibit (a)(5)(B)

             

Joint Press Release

Linde to acquire Lincare Holdings Inc. in a friendly transaction by way of a tender offer and merger

● Linde offers USD 41.50 in cash per Lincare share

● Total consideration: USD 4.6 bn

● Lincare’s Board of Directors recommends that shareholders accept the offer

● Lincare sales 2011: USD 1,848 bn; EBITDA: USD 454 m

● Formation of global leading healthcare provider within the gases industry

● The global megatrend healthcare provides stable business growth

● Business in North America further strengthened

Munich, 2 July 2012 – The Linde Group has entered into a definitive agreement for the acquisition of Lincare Holdings Inc., a US-based homecare health company. Under the terms of the agreement, Linde will make a tender offer for all outstanding shares of common stock of Lincare at USD 41.50 per share in cash. Following the purchase of shares in the tender offer, Linde intends to complete the acquisition of Lincare through a merger, following which Lincare will become a wholly owned subsidiary of Linde.

The Lincare Board of Directors has unanimously approved the transaction.  The price of USD 41.50 represents a premium of 64% over Lincare’s share price of USD 25.26 on June 26, 2012 (the last day prior to press reports speculating as to Lincare’s auction process), and also represents a premium of 49% over the three month volume weighted average price per Lincare share. The total consideration of the transaction will be USD 4.6 bn.

“This strategic acquisition enables us to take the next big step in this stable, sustainable and profitable business field,” Prof. Dr.-Ing. Wolfgang Reitzle, CEO of Linde AG, explained. “Against the background of demographic changes, the healthcare industry is a megatrend in which we will be able to participate more strongly in a new setup. Together with Lincare, we will become the global leading healthcare provider within the gases industry and further internationalize our business. Lincare, as the industry leader in the US, provides us an ideal platform to roll out our innovative products − which are already successful, particularly in Europe − into the U.S., the largest region for healthcare revenues globally. Our U.S. subsidiary, LifeGas, already enjoys a close business relationship with Lincare for several years. We are looking forward to welcoming the Lincare management and all employees to The Linde Group.”

“We are very pleased to make this announcement,” John P. Byrnes, CEO of Lincare, said, “the Lincare Board believes that being part of a world-class organization will afford the company benefits it would not be able to realize on its own. This transaction will benefit all of the stakeholders involved and we look forward to being part of the Linde Group.”

The Linde Group and Lincare have common roots: Lincare was originally known as Linde Homecare Medical Systems and had grown out of the Americas business of Linde at the beginning of the 20th century. Linde Homecare Medical Systems became a subsidiary of Union Carbide when it acquired Linde’s U.S. business in 1917. Today’s Lincare was carved out from Union Carbide in 1987.

By acquiring Lincare, Linde will double sales in its North American Gases Division and respectively regaining market strength.

Following the acquisition, Linde will generate annual sales of EUR 2.8 bn (pro-forma) from healthcare. With 11,000 employees, Lincare generated sales of EUR 1.5 bn and EBITDA of EUR 363 m in 2011. The company is the global leader in the respiratory homecare industry and serves approximately 800,000 patients. Respiratory homecare describes the treatment of patients with respiratory diseases outside of clinical facilities. It includes respiratory therapies, for example, oxygen therapies, sleep therapies and inhalation therapies.  Linde’s homecare business sales were EUR 300 m in 2011.

2

The entire Linde healthcare segment, which also includes hospital care (supply of medical gases and services to hospitals), accounted for EUR 1.2 bn in sales in 2011. With the acquisition of Air Products’ continental European business in early 2012, Linde secured additional sales of EUR 210 m (2011) for its healthcare business.

The global healthcare industry has a size of about EUR 12 bn. Two-thirds of the healthcare industry is homecare, which is the fastest growing segment with a growth rate of approximately 6 percent per annum. With a size of more than EUR 4 bn, the U.S. is the largest healthcare region globally. As the industry leader, Lincare operates in virtually all U.S. states as well as Canada. At present, Linde Homecare covers the U.S. region only as a supplier to other home healthcare providers. As a result of the acquisition, Linde will be the only global gases company with a leading position in homecare globally as well as in the important U.S. and European regions.

The funding of the transaction will be done by an acquisition loan in the total amount of USD 4.5 bn and through available cash. The acquisition loan will be refinanced by equity issuances up to EUR 1.5 bn and debt capital market transactions. The Linde Group is committed to maintaining its current credit ratings (A/A3).

Completion of the offer is subject to customary conditions, including the expiration of the waiting period provided by U.S. antitrust laws and the tender of at least a majority of Lincare’s outstanding shares of common stock. Closing is expected for the third quarter of 2012.

3

The Linde Group is a world-leading gases and engineering company with around 50,500 employees in more than 100 countries worldwide. In the 2011 financial year, it generated revenue of EUR 13.787 bn. The strategy of The Linde Group is geared towards long-term profitable growth and focuses on the expansion of its international business with forward-looking products and services. Linde acts responsibly towards its shareholders, business partners, employees, society and the environment – in every one of its business areas, regions and locations across the globe. The Group is committed to technologies and products that unite the goals of customer value and sustainable development.

For more information, see The Linde Group online at http://www.linde.comand Lincare at http://www.lincare.com

Conference Calls:

On the occasion of the announcement of the offer for Lincare, Linde will host conference calls in English for journalists and capital markets representatives on 2 July 2012. The participating Executive Board members are Prof. Dr.-Ing. Wolfgang Reitzle, CEO of Linde AG and Georg Denoke, CFO of Linde AG. Further details and dail-in numbers will be published promptly on our website www.linde.com.

For further Information:

Linde Group	Lincare
Media	Investor Relations
Uwe Wolfinger	Paul G. Gabos
Phone: +49.89.35757-1320	Phone: +1 (727)  530-7700
Matthias Dachwald
Phone: +49.89.35757-1333
Investor Relations
Dr. Dominik Heger
Phone: +49.89.35757-1334
Lisa Tilmann
Phone: 49.89.35757-1328

Disclaimer

The tender offer described herein has not yet commenced, and this material is neither an offer to purchase nor a solicitation of an offer to sell shares of Lincare Holdings Inc. common stock. At the time the tender offer is commenced, Linde will file a tender offer statement and Lincare Holdings Inc. will file a Solicitation/Recommendation Statement with the United States Securities and Exchange Commission (the “SEC”). LINCARE HOLDINGS INC. SHAREHOLDERS ARE STRONGLY ADVISED TO READ THE TENDER OFFER AND SOLICITATION/RECOMMENDATION DOCUMENTS THAT WILL BE FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT LINCARE HOLDINGS INC. SHAREHOLDERS SHOULD CONSIDER BEFORE TENDERING THEIR SHARES. These documents will be available for free at the SEC’s website (http://www.sec.gov) and by directing a request to either Linde AG, Klosterhofstraße 1, 80331 Munich, Germany or Lincare Holdings Inc., 19387 U.S. 19 North, Clearwater, FL 33764.

4

This release contains forward-looking statements about Linde AG (“Linde”) and Lincare Holdings Inc. (“Lincare”) and their respective subsidiaries and businesses. These include, without limitation, those concerning the strategy of an integrated group, future growth potential of markets and products, profitability in specific areas, the future product portfolio, development of and competition in economies and markets of the group.

These forward looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside of Linde’s and Lincare’s control, are difficult to predict and may cause actual results to differ significantly from any future results expressed or implied in the forward-looking statements in this release.

While Linde and Lincare respectively believe that the assumptions made and the expectations reflected in this release are reasonable, no assurance can be given that such assumptions or expectations will prove to have been correct and no guarantee of whatsoever nature is assumed in this respect. The uncertainties include, inter alia, the risk of a change in general economic conditions and government and regulatory actions. These known, unknown and uncertain factors are not exhaustive, and other factors, whether known, unknown or unpredictable, could cause the group’s actual results or ratings to differ materially from those assumed hereinafter. Linde and Lincare undertake no obligation to update or revise the forward-looking statements in this release whether as a result of new information, future events or otherwise.

5

EX-99.(A)(5)(C)

Exhibit (a)(5)(C)

Proposed acquisition of Lincare Holdings Inc.
Creating a global leading
healthcare provider.

02 July, 2012
Announcement Conference Call

2

Disclaimer

The tender offer described herein has not yet commenced, and this material is neither an offer to purchase nor a solicitation of
an offer to sell shares of Lincare Holdings Inc. common stock. At the time the tender offer is commenced, Linde will file a
tender offer statement with the United States Securities and Exchange Commission (the “SEC”). Lincare Holdings Inc.
shareholders are strongly advised to read the tender offer documents that will be filed with the SEC because they will contain
important information that Lincare Holdings Inc. shareholders should consider before tendering their shares. These
documents will be available for free at the SEC’s website (http://www.sec.gov) and by directing a request to Linde AG,
Klosterhofstraße 1, 80331 Munich, Germany.

This website contains forward-looking statements about Linde AG (“Linde”) and their respective subsidiaries and businesses.
These include, without limitation, those concerning the strategy of an integrated group, future growth potential of markets and
products, profitability in specific areas, the future product portfolio, development of and competition in economies and markets
of the group.

These forward looking statements involve known and unknown risks, uncertainties and other factors, many of which are
outside of Linde’s control, are difficult to predict and may cause actual results to differ significantly from any future results
expressed or implied in the forward-looking statements on this website.

While Linde believes that the assumptions made and the expectations reflected on this website are reasonable, no assurance
can be given that such assumptions or expectations will prove to have been correct and no guarantee of whatsoever nature is
assumed in this respect. The uncertainties include, inter alia, the risk of a change in general economic conditions and
government and regulatory actions. These known, unknown and uncertain factors are not exhaustive, and other factors,
whether known, unknown or unpredictable, could cause the group’s actual results or ratings to differ materially from those
assumed hereinafter. Linde undertakes no obligation to update or revise the forward-looking statements on this website
whether as a result of new information, future events or otherwise.

3

Proposed acquisition of Lincare Holdings Inc.
Creating a global leading healthcare service provider

Benefiting from the mega-trend Healthcare

—Growth Drivers: ageing and growing population as well as
continuously improving diagnostics and treatments

—Increasing share of revenues from resilient healthcare business

—Strong growth segment in mature regions

Increased share of revenues from gases business and higher exposure to North
America

—Group share of revenues from Gases Division increases to 82 percent

—Revenues in North America up from €1.7 bn to € 3.1 bn

—Increasing net asset base in North America

4

Proposed acquisition of Lincare Holdings Inc.
Creating a global leading healthcare service provider

Forming the global leading healthcare service provider in the gases industry

—Lincare: the uncontested performance leader in US respiratory homecare

—Strong enhancement of existing healthcare position in the United States

—Lincare originates from Linde Homecare Medical Systems and
became part of Union Carbide in 1917

Value creation and financial impact

—Transaction expected to be immediately accretive to earnings

—Enhancing profitability in the reporting segment AMERICAS

—Acquisition financed initially via fully underwritten term loan to be
syndicated to a wider banking group shortly afterwards and cash

—Take-out measures include debt and new equity

—Rating expected to remain unchanged at A* and respectively A3**

—Guidance for dynamic indebtness factor of up to 2.5x remains unchanged

* longterm S&P** longterm Moody´s

Agenda

1.Group Strategy & Mega-trend Healthcare

2.Overview Lincare & Acquisition Rationale

3.Value Creation & Financial Impact

Appendix

6

Mega-trends
Drivers for future growth

Energy/Environment

Healthcare

Growth Markets

Capturing Mega-trend

7

Mega-trend Growth Markets
Industrial gases revenues 2011 vs. 2020 in € bn

Source:Linde, figures excl. Japan, equipment, healthcare and major impact out of future growth markets of the energy/environment sector

2011

# 1

# 1

~16

~2

~10

~13

~2

~0.5

~6

~4

~1

~2

8

Mega-trend Healthcare
Fostering growth in Mature Regions

Resilient business profile

–Ageing population in mature countries and
increasing wealth in emerging countries

–Budget pressure in healthcare systems
and move to homecare

–Value creation by cost efficient, reliable
and safe products and services

2009

2010

2011

2.2

~5.8

~8.1

~3.9

~5.7

Source: Linde, figures incl.

gas therapies and intermediate
care

Mature Regions

2011

2020

Growth Regions

2011

2020

Relevant Healthcare growth areas 2011 vs. 2020 in € bn

Linde Healthcare yoy comparable sales growth

3.7

2.7

1.5

5.7

5.8

5.5

5.1

4.2

5.0

5.8

6.5

4.0

9

First Baby-Boomers

turn 65 years old

Source: U.S. Department of Commerce, Bureau of the Census

Mega-trend Healthcare
Ageing population & increasing service duration in the US

2030: 19% of the population older than 65 years of age

U.S. Population Trends and Projections for age 65+, 1980-2030*
in millions

* Years 2010 through 2030 are projections

2011

34.0

2005

28.4

2000

21.9

Increasing service duration
supports structural growth

Service Duration Oxygen in
months

The average oxygen patient is 75 years of age

25

40

1980

2010

2020

72

2030

First Baby-Boomers

turn 75 years old

55

Source: Lincare conference presentation

10

Mega-trend Healthcare
Homecare is the patients´, payors´ and hospitals´ choice

Payors

Given the rapid growth of healthcare expenditures,
adequate care at home can prevent re-hospitalizations of chronically
ill patients and lead to significant savings in the healthcare budgets.

Hospitals

Helping the hospitals to focus on acute patients and shifting the
care for chronically ill patients to homecare.

Patients

Increased quality of life at home and enabling patients to lead a
more active life style beneficial to overall health status.

Chronic respiratory diseases ,
patients need oxygen
(COPD, Asthma)

Home Oxygen Therapy

Products: LOX, GOX and
Concentrators

Obstructive Sleep Apnea,
patients need positive air
pressure during sleep

Sleep Therapy

Products: Positive Airway
Pressure Devices, Masks

Advanced respiratory diseases
patients need mechanical
ventilation support

Ventilation Services

Products: Mechanical
Ventilators, Equipment

Synergies: sales & marketing, logistics, integrated patient management,

care center, adherence programme, technology development

Mega-trend Healthcare
Linde Homecare service offerings - growth through innovation

Services:
Home delivery, assessment and
rehab centers

Services: Screening, Diagnostics,
Home delivery, Therapy,
Adherence monitoring

Services: Home delivery, Care
Centers (REMEO), Tele-
monitoring

Agenda

1.Group Strategy & Mega-trend Healthcare

2.Overview Lincare & Acquisition Rationale

3.Value Creation & Financial Impact

Appendix

13

Leading player in the US

—2011: USD 1.8 bn sales and USD 454 m EBITDA

—Leading provider in the highly fragmented
US industry

—Pure play in respiratory: ~90% of sales

—28% of 2011 share of industry revenues

—National platform offers full US coverage

—Scale and efficiency advantages

Established brand with strong reputation

—High-quality products and services for
patients and providers

—Top-class billing processes and IT-systems

—Strong sales force with superior relationships
to referral sources

Best-in-class sales growth track record

—CAGR in 2002-2011 of 7.5%

—Managing price cuts through customer gains

—Disciplined industry consolidator utilizing
strong cash flow

Lincare Holdings Inc.
Overview - the performance leader in the industry

—1,091 locations

—More than 800,000 patients

—35 Billing/Collections Offices

—31 Pharmacies

—11,000 Employees

—1,320 in Billing/Collections

—1,166 in Sales

14

Business Mix

14

14

Lincare Holdings Inc.
Industry leader with balanced business & payor mix

Leading Industry Position

local
players

AHOM

Rotech

Apria

Lincare

2011

43%

4%

7%

18%

28%

1998

61%

6%^

9%

13%

11%

Source: Lincare investor presentation

Other

Infusion/
Enteral

Sleep Apnea

Specialty
Services

Oxygen

2011

5%

6%

17%

22%

50%

Medicaid

Private
Insurance

DIrect

Medicare

2011

7%

32%

12%

49%

Payor Mix

15

—Lincare has a strong, experienced and high performing team

—Executing a highly efficient business model

—Driving superior operational and financial performance

—Capex/Sales ratio of around 7%

Lincare Holdings Inc.
Theperformance leader

Operating margin*
(EBITDA)

*2011 figures; Free Cash Flow (FCF) is calculated as cash flow from operations less maintenance capex.

Lincare

24.6%

Apria

Rotech

22.2%

11.9%

Rotech

-2.8%

Apria

-2.7%

Lincare

9.9%

Cash flow generation*
(FCF/Sales)

Source Company information

16

Lincare Holdings Inc.
In the driver´s seat of a consolidating industry

Durable
Medical
Equipment

10

21.0%

Medicare
spending

514

Home oxygen a small

fraction of US Medicare spend

Home

Oxygen

Fast growth in homecare

5.9%

US
Healthcare

7.4%

US
Homecare

Medicare spending ($ bn, 2010)

Projected spending, 10-yrs-scale*

US homecare oxygen supply

is highly fragmented

-Large number of players

-Intention to reduce cost while
safeguarding patient services

-Competitive bidding in 3 waves
(2009/2013/2016)

Lincare ideally positioned
to shape the future of the
industry

-Industry leader and proven track
record in reach, efficiency and
competence

-Leveraging scale

-Expanding into new businesses

Lincare in a pole position

* Centers for Medicare and Medicaid Services (CMS)

Source: 2010 figures from June 2011 MedPac Data Book, United States General
Accountability Office

17

EMEA

North America

APAC

46%

South America

5%

Acquisition Rationale
Relative gain in North America & more balanced mix in Gases

Cylinder

12%

Healthcare

Bulk

Tonnage

€11.3bn

Cylinder

Healthcare

Bulk

Tonnage

€12.8bn

Engineering

Gases

€14.0 bn

Engineering

Gases

82%

€15.5bn

North America

APAC

6%

EMEA

South America

€11.3bn

€12.8bn

Product area split
Gases Division

Sales split Group

Regional split
Gases Division

Sales
FY2011

18

Acquisition Rationale
Geographic expansion into US homecare industry

others

3%

Europe

43%

North America

54%

~€ 8 bn

Global homecare industry
sales split 2011 by region(1)(respiratory)

North America is the largest homecare segment

(1)Chronic Obstructive Pulmonary Disease(2)Assumes 53% of people with COPD are undiagnosed, per Frost & Sullivan

Source: Linde

2011-2020

2001-2010

3.7%

5.0%

Medicare Home Oxygen
Patient Growth (US) p.a.

COPD(1) is a rising incidence -16 million
Americans are diagnosed and it is estimated
that an equal amount remains undiagnosed (2)

19

Acquisition Rationale
… does not mean reduced firepower in the other growth trends

2.6

2010

2011

4.3

2012

4.0

2014

~550

2013

~650

2012

~750

2011

~800

2010

~800

2009

~500

(Projects > € 10 m)

Project amount by on-stream date (incl. JVs) in € m

Strong opportunity pipeline

-High percentage of opportunities in
Growth Markets

-Increasing number of Energy/
Environment projects

Very strong project pipeline

Continued full commitment to the mega-trends

Growth Markets and Energy/Environment

Availability of resources to enable envisaged growth in all mega-trends

in € bn

Agenda

1.Group Strategy & Mega-trend Healthcare

2.Overview Lincare & Acquisition Rationale

3.Value Creation & Financial Impact

Appendix

21

Value Creation
Pro forma sales and EBITDA effects

Pro forma AMERICAS sales 2011/margin*

in € billion

in € billion

Pro forma Group sales 2011*

Pro forma Group EBITDA 2011/margin*

in € billion

Pro forma Healthcare sales 2011*

in € billion

margin +10 bp compared with Linde FY2011

margin +80 bp compared with Linde FY2011

Pro-forma

15.5

Lincare

1.5

Linde

14.0

Pro-forma

3.9

Lincare

1.5

Linde

2.4

Pro-forma

3.7

Lincare

0.4

Linde

3.3

Pro-forma

2.9

Lincare

1.5

Linde

1.4

* Lincare included with 1.25 €/$, Acquisition of Air Products Continental European Homecare business included in Linde with the corresponding2011 Air Products business year revenues

22

Value Creation
Complementary set-up in homecare

Linde

-€ 0.5bn sales*

-500,000 patients

-#1 in South America

-#2 in Europe

-Limited footprint in North America

-Active in more than 20 countries

Lincare

-€ 1.5bn sales**

-800,000 patients

-Industry leader in US

-Performance focus

-Operational excellence

-Acquisition integration

-Competitive bidding

Core

-Oxygen therapy

-Sleep Apnea

-Nutrition, Infusion,
other homecare services

Extended

-Pulmunary rehab,
specialty services

Revenue
&
Cost synergies

Core

-Oxygen therapy

-Sleep Apnea

-Ventilation services

Extended

-Nutrition, infusion

-Performance focus

-Strong background in
hospital care & gas therapies

-Innovation pipeline

* 2011 with the acquisition of Air Products Continental European Homecare business included (2011 Air Products business year revenues),** 2011 with 1.25 €/$,

23

Value Creation
Expected revenue and cost synergies

Cost synergies and cash savings
of ~ 15 million Euro

Expected revenue synergies
of ~ 25 million Euro

Resulting from

—Lincare platform and Linde global
homecare footprint

—Faster roll-out of new care concepts
from and to Lincare

Ramp up time of 3 − 5 years, 60%
within 3 years

Categories of synergiesRamp up time

24

Financial Impact
Transaction highlights

—Acquisition of all shares of Lincare Holdings Inc. by way of a tender offer followed by a merger

—Transaction recommended by Lincare board of directors

Transaction

—USD 41.50 per share in cash

Offer price

—Equity value: USD 3.8 bn

—Enterprise value: USD 4.6 bn

Size of transaction

Transaction multiples

—10.0 x Q1 2012 LTM Enterprise Value/ EBITDA pre synergies

Conditions

—Regulatory approvals

—Minimum majority acceptance

Financing

—Transaction initially financed through fully underwritten debt and cash followed by new
equity and capital markets debt take-out measures

—Linde’s financial policy with net debt/EBITDA target range of up to 2.5x maintained pro
forma for the transaction

—Linde is committed to maintaining its existing A / A3 credit ratings

Timing

—Expected launch of tender offer within the next two weeks

—Expected closing of subsequent merger in the Q3 2012

25

Funds will initially be provided in the form of a syndicated term loan and cash

25

Uses

Sources

Financial Impact
Secured transaction financing of USD 4.6 bn

1yr + 6 mth + 6 mth

bridge financing

signing

Sources

USD 4.6 bn

Debt
Refinancing

Purchase
Price

3yr term loan

3 +1 + 1 yr term loan

Equity offering

to the market

USD 4.6 bn

—It is expected that long-term ratings remain unchanged (S&P: A / Moody´s: A3)

—Timing of take-out measures (debt capital markets, equity increase) will depend on the
timeline of the envisaged transaction and on prevailing market conditions

—Equity component expected to be up to € 1.5 bn

Cash

26

Financial Impact
Profitable Growth.

*please see definitions on page 38

Financial

Impact

—Pro forma Group margin up by 10bp
compared to Linde 2011

—Pro forma AMERICAS margin up by 80bp
compared to Linde 2011

EPS

Pro forma

EBITDA-margin

Mid-term

Targets

2014

—Adjusted* ROCE of 14% or above
expected in 2015

—Operating profit of at least € 4 bn
expected one year earlier in 2013

—Proposed acquisition would be accretive to earnings
based on equity raise of up to € 1.5 bn

Agenda

1.Group Strategy & Mega-trend Healthcare

2.Overview Lincare & Acquisition Rationale

3.Value Creation & Financial Impact

Appendix

28

Linde Healthcare businessLinde Healthcare, global sales split in € m

—Established as strategic product area
Healthcare within the Gases Division
in 2000

—Accounted for 11% of Gases sales
in 2011 and a strong contribution to
operating profits

—Linde is the global leader
in Hospital Care

—Linde Homecare has a 12% CAGR
(2003-2011) with a strong footprint
in South America and Europe

—In 2012 Linde acquired the
Continental European Homecare
business of Air Products

Mega-trend Healthcare
Linde Healthcare today

Hospital Care

Homecare

2011

1,189*

889

300

2010

1,132

849

283

+ 6.0%

+ 4.7%

* excluding the acquisition of the Continental European homecare business of Air Products

29

Mega-trend Healthcare
From medical gas provider to solutions & service provider

Development of new
therapies and applications

Homecare

Intermediate Care

Gas Therapies

Hospital Care

— Home oxygen therapies

— Ventilation services

— Sleep therapies

— Other service

—Patient centered care

—REMEO: treatment and care of
chronic patients with mechanical
ventilation needs

—Pulmonary hypertension &
cardio-thoracic surgery

—Oxygen & Heliox therapies

—Pain relief

—Bulk supply and technical assistance

— Logistics and installation

— Customer Service

— Hospital & medical gas services

Integrated service provider

30

30

30

Lincare Holding Inc.
Increasing service offering with specialty services

- Home testing for patients on anti-coagulant therapy

- Measures patient’s INR at home on a weekly basis

INR Monitoring

- Multi-dimensional outpatient program

- Directed to clinical management and health maintenance
of patients with chronic respiratory diseases

Specialty

Pharmacy

-Specialty pharmaceuticals dispensed and delivered by
mail directly to patients and physicians

-Service US-wide

-Growing number of specialty areas

-Asthma, rheumatoid arthritis, multiple sclerosis, oncology,
among others

SourceLincare

Pulmonary

Rehabilitation

31

Lincare Holdings Inc.
A charming appeal to our common history

Linde in the US

—The Linde Group and Lincare have common roots.

—In 1906, Carl von Linde decided to found his own
company in the US.

—Hugo Reisinger, a member of the Busch family, was
one of the founding partners.

—Lincare was originally known as Linde Homecare
Medical Systems and had grown out of the American
business of Linde.

—Linde Homecare Medical Systems became a
subsidiary of Union Carbide when it acquired Linde’s
U.S. business in 1917.

—Today’s Lincare was carved out from Union Carbide
in 1987.

Prof. Dr Carl von Linde

32

32

–CB1 has been executed

–CB2 is scheduled to
begin July 1, 2013

–Lincare revenue
exposure to CB2 has
been assessed and
taken into account

–Medicare has improved
the competitive bidding
process by enhancing
supplier eligibility
standards

–Experience from CB1
indicates price
reductions, but volume
increase for successful
bidders and further
industry consolidation

Lincare Holding Inc.

Competitive Bidding (CB) exposure is taken into account

NB: DMEPOS = Durable Medical Equipment, Prosthetics, Orthodics and Supplies. CBA = Competitive Bidding Area

Timeline of Key Events

2011 Revenue Basis

Lincare Competitive Bidding Revenue Exposure

2011
Revenue

$1,848

CB1 - 2011

CB2 - 2H 2013

2011
Revenue

$1,848

CB3 - 2016

Lincare Holdings Inc.

Historical development of reimbursement changes

Operating PerformanceEBITDA Margin

$ m

$ m                                                                                                                                                                                                                      %

BBA 1 - 1997

MMA 2 - 2003

DRA 3 - 2005 - 2010

–Over the past 13 years,
Lincare has been able
to offset Medicare
reimbursement
reductions

–Even after the
significant
reimbursement
reductions in 2005 and
cuts in 2009 resulting in
lower revenues, Lincare
has recovered relatively
quickly

–Lincare remains
EBITDA margin leader
with a widening
performance gap
relative to national and
local competitors

1,147

1,269

1,267

1,410

1,596

1,665

1,550

1,669

1,848

961

812

702

582

487

443

189

186

226

273

326

385

465

544

447

449

499

516

376

454

451

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2,000

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

0

10

20

30

40

50

60

70

80

90

100

Revenue

EBITDA

EBITDA Margin

x

33

33

Source Lincare, Capital IQ as of 15 June 2012

1.Balanced Budget Act

2.Medicare Modernization Act

3.Deficit Reduction Act

34

34

–Despite significant reimbursement cuts, Lincare has generated strong historical sales
growth, in particular via strong and steady organic growth

–Lincare generates strong and resilient cash flow from operations

–Lincare capex/sales ratio of approx. 7% is substantially below Linde´s gas business ratio
of 13%

*Cash flow from operations after interest, i.e. interest expense included in cash flow from operations rather than cash flow from financing

Lincare Holdings Inc.

Reimbursement effects have been successfully mitigated

Source Lincare

$ m

Cash Flow From Operations *

MMA - 2003

DRA - 2005 - 2010

Source Lincare

Capex/ Sales Ratio

2009

2010

2011

7.1

6.6

7.1

Reimbursement effects through price cuts were

successfully mitigated, resulting in strong cash flow

35

Mega-trend HealthcareOxygen Therapy for COPD (1)

COPD is the only major disease with rising
incidence - only 16 million Americans are
diagnosed with COPD and it is estimated
that 18 million remain undiagnosed (2)

(1)Frost & Sullivan, U.S. Census Bureau, Centers for Disease Control and Prevention (CDC)

(2)Approximately 16MM patients diagnosed with COPD. Assumes 53% of people with COPD are undiagnosed, per Frost & Sullivan

2010

17.8

5.2

10.8

2015

6.0

15.4

10.5

10.2

2020

7.0

16.5

COPD 65+yrs

COPD 0-65yrs

COPD Expected Growth
US COPD patients (in million)

8.3

18-44

12.4

3.2

14.7

75+

65-74

45-64

Incidence of COPD increases with age
COPD by age prevalence (in million)

Approximately 13% of the 65+ population
has COPD with younger age groups also
being affected

36

Mega-trend HealthcareOxygen Therapy for Obstructive Sleep Apnea (OSA)

underpenetrated OSA businessOSApatients (in million) (1)

72

Congestive
Cardiac
Failure

76

Obesity

Type II
Diabetes

83

Hypertension

77

Coronary
Artery
Disease

49

30

Atrial
Fibrillation

Co-morbidities associated with OSAprevalence of OSA (in %)(1)

2011

77.9

46.7

31.2

2015

35.1

52.6

87.7

Outside US (2)

US (2)

OSA is prevalent in patients with a number of other co-morbidities and as a result,
treating OSA may decrease the prevalence of these major illnesses

(1)Wall Street research estimates

(2)Assumes 3.0% per year for total OSA patients

37

	€ bn*
Goodwill Lincare	3.0 − 3.2
Equity increase	up to 1.5
Net debt (depends on equity increase)	approx. 2.2
Capital employed increase	3.7
Mid term gross debt interest rate (on total debt)	4.5%-4.75%
Mid term tax rate (starting 2013)	25% - 26%

37

Financial Impact
Expected impact on key figures, Linde Group

*based on 1.25 €/USD

38

Group, Definition of financial key figures

adjusted
ROCE

adjusted
EPS

Operating

Profit

Return

Operating profit

- depreciation / amortisation

excl. depreciation/amortization from purchase price allocation

Average
Capital
Employed

Return

Shares

equity (incl. minorities)

+ financial debt

+ liabilities from financial leases

+ net pension obligations

- cash, cash equivalents and securities

- receivables from financial leases

Return

earnings after tax and minority interests

+ depreciation/amortization from purchase price allocation

+/- special items

average outstanding shares

EBITDA (incl. IFRIC 4 adjustment)

excl. finance costs for pensions

excl. special items

incl. share of net income from associates and joint ventures

Investor Relations

Contact

Phone: +49 89 357 57 1321
eMail: investorrelations@linde.com
Internet: www.linde.com

Financial Calendar

—Interim Report January to June:27 July 2012

—Interim Report January to September:29 October 2012