Air Products Commences Tender Offer to Acquire All Outstanding Shares of Airgas for $60.00 Per Share in Cash
February 11 2010 - 6:30AM
PR Newswire (US)
LEHIGH VALLEY, Pa., Feb. 11 /PRNewswire-FirstCall/ -- Air Products
(NYSE: APD) today announced that it has commenced a fully financed
tender offer for all outstanding common shares of Airgas, Inc.
(NYSE:ARG) for $60.00 per share all in cash. The offer and
withdrawal rights will expire at 12:00 midnight New York City time
on April 9, 2010, unless extended. Air Products issued the
following statement: "It is unfortunate that the Airgas Board
continues to just say no to Air Products' $60.00 per share all-cash
offer, denying Airgas shareholders the opportunity to receive a
substantial premium and immediate liquidity for their shares while
removing any risk of future company performance or economic
conditions. This continuing refusal to discuss our compelling
all-cash premium offer has left us with no alternative but to take
the offer directly to Airgas shareholders. "We respect Peter
McCausland and greatly admire the Company he founded and matured,
but we fundamentally disagree with him on achievable standalone
value and do not believe his approach is in the best interests of
the owners of the other approximately 90% of Airgas shares. We urge
the independent directors of Airgas to form a Special Committee
that will objectively evaluate our offer and sit down with us to
discuss it. "Airgas' repeated claim that its shares have
outperformed Air Products' shares is neither accurate nor relevant
to Airgas shareholders' consideration of a $60.00 per share
all-cash offer. What is relevant is whether Airgas can create more
value on a standalone basis. Airgas contends its recent share price
is an anomaly and shareholders will receive value greater than
$60.00 per share 'simply with the passage of time' -- but this is
hardly reassuring given that Airgas has provided no new information
on its prospects and has just missed its quarterly earnings and
lowered financial guidance for fiscal 2010. Even if shareholders
believe Airgas can achieve its highly optimistic projections for
fiscal 2013/2014, they are clearly better off with the certainty of
cash at a 38% premium in the near term. "While we continue to seek
a negotiated agreement, we are committed to pursuing our $60.00
cash offer and will take all necessary steps to complete it. We
urge Airgas shareholders to send a clear message to their Board
that they want a negotiated transaction without further delay." At
$60.00 per share in cash, the Air Products offer provides Airgas
shareholders a 38% premium to Airgas' closing price of $43.53 on
February 4, 2010, the last trading day prior to public disclosure
of the Air Products offer, and is 18% above Airgas' previous
52-week high. Air Products has secured committed financing from
J.P. Morgan, and the offer is not conditioned on financing. The
offer is conditioned on there being validly tendered and not
withdrawn at least a majority of the total number of Airgas shares
outstanding on a fully diluted basis, Airgas' Board of Directors
redeeming or invalidating its "poison pill" shareholder rights
plan, and receipt of regulatory approvals and customary closing
conditions as described in the Offer to Purchase. The Offer to
Purchase, Letter of Transmittal and other offering documents will
be filed today with the U.S. Securities and Exchange Commission.
Airgas' stockholders may obtain copies of all of the offering
documents free of charge at the SEC's website (http://www.sec.gov/)
or by directing a request to MacKenzie Partners, Inc., the
Information Agent for the offer, at 212-929-5500 or toll-free at
800-322-2885. Additional information about the transaction,
including the offering documents, is also available at
http://www.airproducts.com/airgasoffer. The tender offer will
expire at 12:00 midnight New York City time on April 9, 2010,
unless extended in the manner set forth in the Offer to Purchase.
Air Products' financial advisor and dealer manager for the tender
offer is J. P. Morgan Securities Inc., its legal advisors are
Cravath, Swaine & Moore LLP and Arnold & Porter, and its
information agent is MacKenzie Partners, Inc. Air Products
(NYSE:APD) serves customers in industrial, energy, technology and
healthcare markets worldwide with a unique portfolio of atmospheric
gases, process and specialty gases, performance materials, and
equipment and services. Founded in 1940, Air Products has built
leading positions in key growth markets such as semiconductor
materials, refinery hydrogen, home healthcare services, natural gas
liquefaction, and advanced coatings and adhesives. The company is
recognized for its innovative culture, operational excellence and
commitment to safety and the environment. In fiscal 2009, Air
Products had revenues of $8.3 billion, operations in over 40
countries, and 18,900 employees around the globe. For more
information, visit http://www.airproducts.com/. ADDITIONAL
INFORMATION This communication does not constitute an offer to buy
or solicitation of an offer to sell any securities. In connection
with the proposed transaction, Air Products and Chemicals, Inc.
("Air Products") will file tender offer documents with the U.S.
Securities and Exchange Commission ("SEC") and mail them to
stockholders of Airgas. INVESTORS AND SECURITY HOLDERS OF AIRGAS
ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders will be able to obtain free copies of these documents and
other documents filed with the SEC by Air Products through the web
site maintained by the SEC at http://www.sec.gov/. The Offer to
Purchase and related materials may also be obtained for free by
contacting the Information Agent for the tender offer, MacKenzie
Partners, Inc., at 212-929-5500 or toll-free at 800-322-2885. In
connection with the proposed transaction, Air Products may file a
proxy statement with the SEC. Any definitive proxy statement will
be mailed to stockholders of Airgas. INVESTORS AND SECURITY HOLDERS
OF AIRGAS ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH
THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders will be able to obtain
free copies of these documents (if and when available) and other
documents filed with the SEC by Air Products through the web site
maintained by the SEC at http://www.sec.gov/. CERTAIN INFORMATION
REGARDING PARTICIPANTS Air Products and certain of its respective
directors and executive officers may be deemed to be participants
in the proposed transaction under the rules of the SEC. Security
holders may obtain information regarding the names, affiliations
and interests of Air Products' directors and executive officers in
Air Products' Annual Report on Form 10-K for the year ended
September 30, 2009, which was filed with the SEC on November 25,
2009, and its proxy statement for the 2010 Annual Meeting, which
was filed with the SEC on December 10, 2009. These documents can be
obtained free of charge from the sources indicated above.
Additional information regarding the interests of these
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will also be included in any proxy statement and other relevant
materials to be filed with the SEC when they become available.
FORWARD-LOOKING STATEMENTS All statements included or incorporated
by reference in this communication other than statements or
characterizations of historical fact, are forward-looking
statements. These forward-looking statements are based on our
current expectations, estimates and projections about our business
and industry, management's beliefs, and certain assumptions made by
us, all of which are subject to change. Forward-looking statements
can often be identified by words such as "anticipates," "expects,"
"intends," "plans," "predicts," "believes," "seeks," "estimates,"
"may," "will," "should," "would," "could," "potential," "continue,"
"ongoing," similar expressions, and variations or negatives of
these words. These forward-looking statements are not guarantees of
future results and are subject to risks, uncertainties and
assumptions that could cause our actual results to differ
materially and adversely from those expressed in any
forward-looking statement. Important risk factors that could
contribute to such differences or otherwise affect our business,
results of operations and financial condition include the
possibility that Air Products will not pursue a transaction with
Airgas and the risk factors discussed in our Annual Report on Form
10-K, subsequent Quarterly Reports on Form 10-Q, recent Current
Reports on Form 8-K, and other SEC filings. The forward-looking
statements in this release speak only as of the date of this
filing. We undertake no obligation to revise or update publicly any
forward-looking statement, except as required by law. DATASOURCE:
Air Products CONTACT: Media: Betsy Klebe, Air Products,
+1-610-481-4697, , George Sard or David Reno, Sard Verbinnen &
Co, +1-212-687-8080; for Air Products; Investors: Nelson Squires,
Air Products, +1-610-481-7461; , Larry Dennedy or Charlie Koons,
MacKenzie Partners, +1-212-929-5239 or +1-212-929-5708, for Air
Products Web Site: http://www.airproducts.com/
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