Air Products Issues Statement in Response to Airgas Rejection
February 22 2010 - 2:03PM
PR Newswire (US)
LEHIGH VALLEY, Pa., Feb. 22 /PRNewswire-FirstCall/ -- Air Products
(NYSE: APD) today issued the following statement in response to the
rejection by the Board of Directors of Airgas, Inc. (NYSE:ARG) of
Air Products' fully financed tender offer for all the outstanding
common shares of Airgas, Inc. for $60.00 per share all in cash: "It
is unfortunate that Airgas has yet again prevented its shareholders
from receiving a 38% all-cash premium and immediate liquidity for
their shares. Air Products' $60.00 per share all-cash offer not
only removes any risk of future company performance or economic
conditions, but would also create more value for Airgas
shareholders than it can achieve on its own. Even assuming Airgas
can deliver on its highly optimistic 2013/2014 financial
projections, or its newly discovered 2012 projections, $60.00 per
share in cash today far exceeds the present value of either of
these projections. Now is the time for Airgas shareholders to be
heard and demand the independent directors of Airgas form a Special
Committee advised by independent advisors that will objectively
evaluate our offer. Air Products remains committed to pursuing our
$60.00 cash offer and will take all necessary steps to complete
it." Air Products believes the assertions Airgas made today in its
press release and in the Schedule 14D-9 it filed with the SEC are
misguided, reflect misinformation about Air Products' intentions
and plans for Airgas, and are misleading to Airgas's stockholders.
Among others: -- Airgas Claim: The offer grossly undervalues
Airgas. Airgas offers nothing new -- no new plan or strategy to
enhance stockholder value beyond its existing outlook -- which has
been lowered twice by Airgas over the past four months. Airgas
consistently points the market backward, not forward, in its public
statements. Air Products, on the other hand, offers immediate value
and liquidity to Airgas stockholders. -- Airgas Claim: The offer
and its timing are extremely opportunistic. An 18% cash premium
over the 52-week high in an uncertain market is hardly
opportunistic. Airgas' attempts to lay its recent performance at
Air Products' door should be rejected by its stockholders. The
timing for Airgas stockholders to receive a substantial cash
premium that may be redeployed as stockholders see fit is
excellent. The deep recession Airgas points to is a reason to
accept, rather than reject, certain value. -- Airgas Claim: The
offer is highly uncertain and any payments made to Airgas
stockholders would be considerably deferred... Air Products fails
to commit to make the necessary divestitures... Air Products does
not have a North American packaged gas business. Air Products has
repeatedly and consistently committed in writing to making the
appropriate divestitures to achieve antitrust clearance -- Airgas'
statement to the contrary is false. Airgas, not Air Products,
offers uncertainty and deferred value to its stockholders based on
promises of future performance. -- Airgas Claim: The offer's
extraordinarily broad conditions render it illusory. Air Products'
conditions to its tender offer are customary and subject to
negotiation with Airgas -- should Airgas ever choose to sit down in
a constructive dialogue with Air Products. Air Products is
committed to closing the tender offer. -- Airgas Claim: Air
Products has employed highly aggressive tactics. Airgas' rhetoric
regarding tactics rings hollow after they (1) summarily rejected
Air Products' repeated attempts for over five months to seek a
friendly, constructive dialogue with Airgas, (2) commenced
litigation against Air Products' counsel of over 40 years, and (3)
charged Air Products' financial advisor with a conflict when Airgas
retained and continues to employ Air Products' boardroom advisor of
over a decade, Goldman Sachs. Airgas must offer its stockholders
more than words and lawsuits to achieve greater value than that
offered by Air Products' all-cash, premium offer. -- Airgas Claim:
Air Products' acquisition of Airgas will likely reduce value...
This is particularly concerning if Air Products again revises its
offer to include stock. Air Products is offering an all-cash
premium to Airgas's stockholders, a fact which Airgas seeks to
ignore and confuse. 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. Airgas has refused to sit down and become informed
regarding Air Products' plans for Airgas. Air Products urges Airgas
to come to the table in a constructive dialogue that would clearly
serve its stockholders better than continued 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. As previously stated in
writing, Air Products is prepared to make appropriate divestitures
to address regulatory issues in a timely manner. 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. Air Products' Offer to
Purchase, Letter of Transmittal and other offering documents have
been filed 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 On February 11, 2010, Air Products Distribution, Inc.,
a wholly owned subsidiary of Air Products and Chemicals, Inc. ("Air
Products"), commenced a cash tender offer for all the outstanding
shares of common stock of Airgas, Inc. ("Airgas") not already owned
by Air Products, subject to the terms and conditions set forth in
the Offer to Purchase dated as of February 11, 2010 (the "Offer to
Purchase"). The purchase price to be paid upon the successful
closing of the cash tender offer is $60.00 per share in cash,
without interest and less any required withholding tax, subject to
the terms and conditions set forth in the Offer to Purchase, as
amended. The offer is scheduled to expire at midnight, New York
City time, on Friday, April 9, 2010, unless further extended in the
manner set forth in the Offer to Purchase. This communication does
not constitute an offer to buy or solicitation of an offer to sell
any securities. The tender offer is being made pursuant to a tender
offer statement on Schedule TO (including the Offer to Purchase, a
related letter of transmittal and other offer materials) filed by
Air Products with the U.S. Securities and Exchange Commission
("SEC") on February 11, 2010. 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 can 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 Inquiries: Betsy Klebe of Air Products,
+1-610-481-4697, ; George Sard or David Reno, both of Sard
Verbinnen & Co, +1-212-687-8080; or Investor Inquiries: Nelson
Squires of Air Products, +1-610-481-7461, ; or Larry Dennedy,
+1-212-929-5239, or Charlie Koons, +1-212-929-5708, both of
MacKenzie Partners Web Site: http://www.airproducts.com/
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