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BRUSSELS (Reuters) - Linde LING.DE and Praxair PX.N will win approval regulatory clearance for their planned $83 billion merger after pledging to sell Praxair's assets to boost a Japanese rival in Europe, two people familiar with the matter said on Thursday.

German company Linde and U.S. rival Praxair announced their merger plan in June last year, with the aim of ousting French competitor Air Liquide AIRP.PA as global leader in gas distribution, but the European Commission opened a full-scale investigation in February.

The Commission warned that the deal could reduce competition in the supply of crucial gases such as oxygen, which has multiple uses, and helium, which is essential for magnetic resonance imaging (MRI) scanners.

The EU competition enforcer also worried that high investment costs could deter the entrance of new players in a sector with only four major companies globally.

But Praxair's offer this month to sell its European assets to Taiyo Nippon Sanso Corp 4091.T for 5 billion euros will be sufficient to address the European Commission's concerns, the two sources said.

The assets include Praxair’s industrial gases businesses in Belgium, Denmark, France, Germany, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, Sweden and Britain, and include approximately 2,500 employees.

Both the Commission, which is scheduled to rule on the deal by Aug. 24, and Linde declined to comment.

The companies are also planning to divest assets to a consortium of German gases company Messer Group and funds advised by CVC [CVC.UL] to secure regulatory clearance in the United States and elsewhere.