SC 14D9/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION

STATEMENT UNDER SECTION 14(d)(4) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 3)

Lincare Holdings Inc.

(Name of Subject Company)

Lincare Holdings Inc.

(Names of Persons Filing Statement)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

532791100

(CUSIP Number of Class of Securities)

John P. Byrnes

Chief Executive Officer

Lincare Holdings Inc.

19387 US 19 North

Clearwater, Florida 33764

(727) 530-7700

With copies to:

Michael J. Aiello

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

(212) 310-8000

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of the persons filing statement)

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

This Amendment No. 3 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “Statement”) originally filed with the U.S. Securities and Exchange Commission (the “SEC”) by Lincare Holdings Inc., a Delaware corporation (the “Company”). The Statement relates to the tender offer by Linde US Inc., a Delaware corporation (the “Purchaser”), and a wholly owned indirect subsidiary of Linde AG, a stock corporation organized under the laws of Germany (“Parent”), to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company at a purchase price of $41.50 per share, subject to any required withholding of taxes, net to the seller in cash and without interest thereon, on the terms and subject to the conditions provided for in the Offer to Purchase, dated July 11, 2012, and in the related Letter of Transmittal, copies of which are attached to the Tender Offer Statement on Schedule TO filed by the Purchaser and Parent with the SEC on July 11, 2012.

Except as otherwise set forth below, the information set forth in the Statement remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Statement.

ITEM 8. ADDITIONAL INFORMATION.

Item 8, “Additional Information,” is hereby amended and supplemented by inserting the following language under the heading “Regulatory Approvals” with the following:

“On July 20, 2012, the waiting period under the HSR Act applicable to the Offer was terminated. Accordingly, the condition to the Offer relating to the expiration or termination of the applicable waiting period under the HSR Act has been satisfied.”

ITEM 9. EXHIBITS.

Item 9, “Exhibits,” is hereby amended and supplemented by inserting the following exhibit thereto:

Exhibit No.	Description
(a)(13)	Joint Press Release issued by Lincare Holdings Inc. and Linde AG, dated July 23, 2012.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	LINCARE HOLDINGS INC.
Dated: July 23, 2012	By:	/s/ PAUL G. GABOS
	Name:	Paul G. Gabos
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
(a)(13)	Joint Press Release issued by Lincare Holdings Inc. and Linde AG, dated July 23, 2012.

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EX-99.(A)(13)

Exhibit (a)(13)

Joint Press Release

FTC grants early termination of waiting period under Hart-Scott-Rodino Act

Clearwater, Fla., July 23, 2012 (GLOBE NEWSWIRE) — The Linde Group and Lincare Holdings Inc. announced today that the Federal Trade Commission has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), applicable to the tender offer by Linde to purchase all outstanding shares of common stock of Lincare at $41.50 per share in cash.

The termination of the HSR Act waiting period satisfies one of the conditions necessary for the consummation of the tender offer. The tender offer is scheduled to expire at 12:00 midnight, New York City time, on Tuesday, August 7, 2012 (which is the end of the day on August 7, 2012), unless the tender offer is extended. Consummation of the tender offer remains subject to other customary conditions, including the tender of at least a majority of Lincare’s outstanding shares of common stock.

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.com and Lincare at http://www.lincare.com

For further Information:

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

Disclaimer

On July 11, 2012, Linde AG and Linde US Inc. (together, “Linde”) filed with the United States Securities and Exchange Commission (the “SEC”) a tender offer statement on Schedule TO and Lincare Holdings Inc. (“Lincare”) filed with the SEC a solicitation/recommendation statement on Schedule 14D-9, each regarding the tender offer described herein. Lincare’s shareholders are strongly advised to read these materials (as updated and amended) because they contain important information that Lincare’s shareholders should consider before tendering their shares. These materials and other documents filed by Linde or Lincare with the SEC are available for free at the SEC’s website (http://www.sec.gov) or 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.