Recommended cash Offer for The BOC Group plc by Linde AG

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OR INVITATION TO
PURCHASE ANY SECURITIES

Wiesbaden/London, 4 September 2006 - Recommended cash Offer for The
BOC Group plc ('BOC') by Linde AG ('Linde') by means of a Scheme of
Arrangement (the 'Scheme') under section 425 of the Companies Act
1985 (the 'Offer').

Court sanction of the Scheme of Arrangement

The boards of BOC and Linde are pleased to announce that earlier
today the Court sanctioned the Scheme and the reduction of capital
which forms part of the Scheme.

Dealings in BOC Shares on the London Stock Exchange are expected to
be suspended at 5:00 p.m. (London time) on 4 September 2006. It is
expected that the Scheme will become effective on 5 September 2006
and that at 8:00 a.m. (London time) on 5 September 2006 BOC Shares
will cease to be listed on the Official List and their admission to
trading on the London Stock Exchange will be cancelled.

Upon completion of the Offer, BOC Shareholders will be entitled to
receive 1600 pence for each BOC Share held at the Scheme Record Time
(6.00 p.m. on 4 September 2006) and, to the extent that they are
entitled to receive Loan Notes under the Loan Note Alternative, £1.00
of Loan Notes for each £1.00 of cash consideration to which they
would otherwise be entitled under the Scheme. BOC Shareholders will
also receive 20.25 pence per share by way of the Second Interim
Dividend for each BOC Share held at the Scheme Record Time.

Payment of the cash consideration, and the Second Interim Dividend,
and the issue of certificates in respect of the Loan Notes under the
Loan Note Alternative, is expected to be made on or prior to 19
September 2006.

Capitalised terms in this announcement have the same meaning as in
the Scheme Document dated 22 July 2006.


For further information:
Linde AG
Press
Uwe Wolfinger
Phone: +49 611 770 264

Linde AG
Investor Relations
Thomas Eisenlohr
Phone: +49 611 770 610

BOC
Press
Nigel Abbott
Phone: +44 1276 477222

BOC
Investor Relations
Christopher Marsay
Phone: +44 1276 477222

The Maitland Consultancy
Neil Bennett
Phone: +44 20 7379 5151

Deutsche Bank
Nigel Meek
Stephan Leithner
James Arculus
Phone: +44 207 545 8000

Morgan Stanley
Dietrich Becker
Dieter Turowski
Henry Stewart
Phone: +44 207 425 8000

JPMorgan Cazenove
Mark Breuer
Barry Weir
Michael Wentworth-Stanley
Phone: +44 207 588 2828

Merrill Lynch
Bob Wigley
Kevin Smith
Mark Astaire
Phone: +44 207 628 1000


This announcement does not constitute an offer or invitation to
purchase any securities.
The Loan Notes to be issued in connection with the Offer have not
been, nor will they be, registered under the US Securities Act or
under the applicable securities laws of any state, district or other
jurisdiction of the United States or of Canada, Australia, New
Zealand, Malaysia or Japan and no regulatory clearances in respect of
the Loan Notes have been, or will be, applied for in any
jurisdiction. Accordingly, Loan Notes are not being and, unless
permitted by applicable law and regulation, may not be offered sold,
resold, delivered or transferred, directly or indirectly, in or into
the United States, Canada, Australia, New Zealand, Malaysia or Japan
or to, or for the account or benefit of, any Restricted Overseas
Person.

Certain BOC shareholders will be Restricted Overseas Persons under
the terms of the Scheme and such persons will not be entitled to
receive Loan Notes and will be entitled to receive only cash
consideration.

Deutsche Bank, which is authorised by Bundesanstalt für
Finanzdienstleistungsaufsicht (BaFin) and by the Financial Services
Authority (FSA) and is regulated by the FSA for the conduct of UK
business, is acting exclusively for Linde and no one else in
connection with the Offer and will not be responsible to anyone other
than Linde for providing the protections afforded to clients of
Deutsche Bank nor for providing advice in connection with the Offer.

Morgan Stanley is acting for Linde in connection with the Offer and
no one else and will not be responsible to anyone other than Linde
for providing the protections afforded to clients of Morgan Stanley
or for providing advice in relation to the Offer or any other matters
referred to in this announcement.

JPMorgan Cazenove, which is regulated in the UK by the FSA, is acting
exclusively for BOC and no one else in connection with the Offer and
will not be responsible to anyone other than BOC for providing the
protections afforded to clients of JPMorgan Cazenove nor for
providing advice in relation to the Offer or any other matters
referred to in this announcement.

Merrill Lynch is acting exclusively for BOC in connection with the
Offer and no one else and will not be responsible to anyone other
than BOC for providing the protections afforded to clients of Merrill
Lynch or for providing advice in relation to the Offer or any other
matters referred to in this announcement.

Notice to US Investors in BOC: The Offer relates to the shares of an
English company and is being made by means of a scheme of arrangement
provided for under English company law. A transaction effected by
means of a scheme of arrangement is not subject to the tender offer
rules under the US Exchange Act. Accordingly, the Offer is subject
to the disclosure requirements and practices applicable in the UK to
schemes of arrangement which differ from the disclosure requirements
of the US tender offer rules. Financial information included in the
documentation has been prepared in accordance with accounting
standards applicable in the UK and Germany that may not be comparable
to the financial statements of US companies.



--- Ende der Mitteilung ---
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Relevante Links: Linde AG