ex99-a5c.htm

Proposed acquisition of Lincare Holdings Inc.

Creating a global leading
healthcare provider.

02 July, 2012
Announcement Conference Call

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.

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

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

Mega-trends
Drivers for future growth

Energy/Environment

Healthcare

Growth Markets

Capturing Mega-trend

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

~16

~10

~13

~0.5

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

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

1980

2010

2020

2030

First Baby-Boomers

turn 75 years old

Source: Lincare conference presentation

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

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

Business Mix

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

Leading Industry Position

local
players

AHOM

Rotech

Apria

Lincare

2011

43%

18%

28%

1998

61%

6%^

13%

11%

Source: Lincare investor presentation

Other

Infusion/
Enteral

Sleep Apnea

Specialty
Services

Oxygen

2011

17%

22%

50%

Medicaid

Private
Insurance

DIrect

Medicare

2011

32%

12%

49%

Payor Mix

— 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.
The performance 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

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

Durable
Medical
Equipment

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

EMEA

North America

APAC

46%

South America

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

EMEA

South America

€11.3bn

€12.8bn

Product area split
Gases Division

Sales split Group

Regional split
Gases Division

Sales
FY2011

Acquisition Rationale
Geographic expansion into US homecare industry

others

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)

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

Value Creation
Pro forma sales and EBITDA effects

Pro forma AMERICAS sales 2011/margin*

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 corresponding 2011 Air Products business year revenues

Value Creation
Complementary set-up in homecare

Linde

- € 0.5 bn sales*

- 500,000 patients

- #1 in South America

- #2 in Europe

- Limited footprint in North America

- Active in more than 20 countries

Lincare

- € 1.5 bn 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 €/$,

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 synergies Ramp up time

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

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

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

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

Linde Healthcare business Linde 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

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

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

Source Lincare

Pulmonary

Rehabilitation

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

– 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 Performance EBITDA 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

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

100

Revenue

EBITDA

EBITDA Margin

Source Lincare, Capital IQ as of 15 June 2012

1. Balanced Budget Act

2. Medicare Modernization Act

3. Deficit Reduction Act

– 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

Mega-trend Healthcare
Oxygen 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

Mega-trend Healthcare
Oxygen Therapy for Obstructive Sleep Apnea (OSA)

underpenetrated OSA business
OSA patients (in million) (1)

Congestive
Cardiac
Failure

Obesity

Type II
Diabetes

Hypertension

Coronary
Artery
Disease

Atrial
Fibrillation

Co-morbidities associated with OSA
prevalence 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

	€ 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%

Financial Impact
Expected impact on key figures, Linde Group

* based on 1.25 €/USD

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

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