LEHIGH VALLEY, Pa.,
May 13 /PRNewswire-FirstCall/ -- Air
Products (NYSE: APD) today announced that it has given notice to
Airgas, Inc. (NYSE: ARG) of Air Products' planned solicitation of
proxies at the 2010 Airgas Annual Meeting, which remains
unscheduled but which Airgas has stated in SEC filings it expects
to hold on or before September 17,
2010.
Air Products is seeking support from Airgas shareholders to
elect three independent and highly qualified nominees to Airgas'
Board of Directors. In addition, Airgas shareholders will be
given the opportunity to vote on additional proposals designed to
ensure their votes are appropriately considered by the Airgas
Board. These proposals include: amending Airgas' By-Laws to
limit the Airgas Board's ability to re-seat directors not elected
by Airgas shareholders (excluding the Chief Executive Officer); a
proposal to require that future Airgas annual shareholder meetings,
including for 2011, will be held in January; and a proposal which
would repeal all By-Law amendments adopted by the Airgas Board
after April 7, 2010. Air
Products will soon file preliminary proxy materials with the
Securities and Exchange Commission.
John E. McGlade, Air Products'
chairman, president and chief executive officer, said, "In spite of
our repeated efforts to engage with the Airgas Board on an all-cash
offer providing a 38% premium to Airgas' unaffected share price,
the current Airgas Board has flatly refused to enter into
discussions, denying its shareholders the opportunity to receive a
substantial premium for their shares. Airgas' recent
performance and growth projections have done nothing to change our
view of the company's value to Air Products, nor has it changed the
fact that only through a combination with Air Products can Airgas
realize the substantial, certain and compelling near-term value for
shareholders that Air Products has offered in cash. We remain
focused on bringing our all-cash offer to a conclusion, and the
proposals and nominations we have put forward today provide a clear
roadmap to completing this transaction as soon as possible."
McGlade continued, "Airgas shareholders deserve highly qualified
and truly independent Board representation, and we have nominated
three experienced directors who are committed to acting in the best
interests of all Airgas shareholders. Each of our nominees
has a proven track record and the experience and credentials to
ensure that Airgas shareholders are well served by their Board.
We continue to believe that a negotiated transaction on a
timely basis would be in the best interests of all involved, and
that Airgas' Board should establish a special committee of
independent directors to fully and fairly evaluate our offer.
As we have said before, we would welcome the opportunity to
engage directly with Airgas -- whether with a special committee,
Mr. McCausland or the current Airgas Board. However, if the
current Airgas Board refuses to enter into substantive discussions
and fulfill their obligations to shareholders, Airgas' shareholders
will now have the opportunity to elect three independent director
nominees and send a clear message to the Airgas Board that their
actions to date do not serve the best interests of Airgas
shareholders."
McGlade concluded, "We also will give Airgas shareholders the
opportunity to vote on three important proposals which will ensure
the current Airgas Board will not be able to continue to ignore the
interests of Airgas shareholders and which are designed to bring
this matter to a close quickly. These proposals and the
independent Board nominations provide Airgas shareholders with the
opportunity to change the unproductive and costly path being
pursued by the current Airgas Board."
The Air Products nominees to the Airgas Board of Directors
are:
John P. Clancey
Age: 65
Mr. Clancey has more than 22 years of experience as both CEO and
Chairman of complex international businesses, and 16 years of
experience serving on the boards of large public companies across a
range of industries. He is currently Chairman Emeritus of
Maersk Inc. and Maersk Line Limited, a division of the A.P. Moller
– Maersk Group, one of the world's largest shipping companies.
Mr. Clancey previously served as the Chairman of Maersk Inc.,
where he managed the company's ocean transportation, truck and
rail, logistics and warehousing and distribution businesses, and as
Chief Executive Officer and President of Sea-Land Service, Inc.
Mr. Clancey is currently a Principal and founder of
Hospitality Logistics, International, a furniture, fixtures and
equipment logistics services provider serving customers in the
hotel industry. He has served as a member of the board of
directors of UST Inc., Foster Wheeler AG, and AT&T Capital.
Mr. Clancey, a former Captain in the United States Marine Corps, received a
B.A. in Economics and Political Science from Emporia State
College.
Robert L. Lumpkins
Age: 66
Mr. Lumpkins has more than 40 years of significant operational,
management, financial and governance experience from a variety of
positions in major international corporations, covering both
developed and emerging countries, and service on public company
boards in a wide range of industries. He is currently the
Chairman of the board of directors of The Mosaic Company, a
producer and marketer of crop and animal nutrition products and
services, a position he has held since the creation of the company
in October 2004. He previously
served as Vice Chairman of Cargill Inc., a commodity trading and
processing company, until his retirement in 2006, and as Cargill's
Chief Financial Officer from 1989 until 2005. Mr. Lumpkins
currently serves as a director of Ecolab, Inc., a cleaning and
sanitation products and services provider; a director of Black
River Asset Management LLC, a privately-owned fixed income-oriented
asset management company; a Senior Advisor to Varde Partners, Inc.,
an asset management company specializing in alternative
investments; and a member of the Advisory Board of Metalmark
Capital, a private equity investment firm. He also serves as
a Trustee of Howard University.
He received an M.B.A. from the Stanford Graduate School of
Business and a B.S. in Mathematics from the University of Notre Dame.
Ted B. Miller, Jr.
Age: 58
Mr. Miller has extensive executive, financial and governance
experience as a founder, significant shareholder, executive officer
and director of both start-up companies and large public companies.
He is the former Chairman and Chief Executive Officer of
Crown Castle International Corp., a wireless communications company
he founded in 1995 that currently has an equity market
capitalization in excess of $10
billion. He currently serves as the President of 4M
Investments, LLC, an international private investment company.
He is also the founder, Chairman and majority shareholder of
M7 Aerospace LP, a privately held aerospace service, manufacturing
and technology company; founder, Chairman and majority shareholder
of Intercomp Technologies, LLC, a privately held business process
outsourcing company; and founder, Chairman and majority shareholder
of Visual Intelligence, a privately held imaging technologies
company. Mr. Miller previously served as a member of the
board of directors of Affiliated Computer Services, Inc., from
November 2008 until its acquisition
by Xerox Corporation in February
2010. He received a J.D. from Louisiana State University and a B.B.A. from the
University of Texas.
In addition to the proposed slate of directors, Air Products
will solicit shareholder support regarding three additional
proposals. Specifically, Air Products seeks to:
- Amend Airgas'
By-Laws to Limit Re-Seating Directors Not Elected by Airgas
Shareholders, Excluding the Chief Executive Officer.
This amendment would
provide that any director (other than Airgas' Chief Executive
Officer) nominated by the Board for election, but not elected by
Airgas' shareholders, at any annual meeting will be ineligible to
serve on the Board for three years (when the class elected at such
annual meeting is next up for election). If Airgas' Chief
Executive Officer is nominated by the Board for election, but not
elected by the Airgas shareholders, he or she would only be
eligible to serve on the Airgas Board if approved by a majority of
the independent directors on the Airgas Board (but in no event as
Chairman of the Airgas Board).
Without such an eligibility requirement, the
remaining members of the Airgas Board could circumvent the mandate
of Airgas' shareholders by immediately attempting to create
vacancies and appointing the defeated Board nominees to fill the
vacancies. Air Products believes Airgas' shareholders are
entitled to know their votes have meaning and that this proposal is
critical to a fair stockholder process.
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- Amend Airgas'
By-Laws to Require Airgas to Hold Future Annual Meetings in
January. This amendment would
require Airgas to hold the 2011 annual meeting on January 18, 2011
and all subsequent annual meetings in January.
Airgas has stated that its 2010 Annual Meeting will
serve as a referendum for Airgas' shareholders on Air Products'
offer. However, because Airgas maintains a staggered board,
the Board may choose to ignore the results of this referendum.
Even if all of Air Products' proposals are supported and all
of the Air Products Nominees are elected, the incumbent directors
could force the shareholders to wait another full year after the
2010 Annual Meeting -- if not longer -- to implement the changes at
Airgas that would allow Airgas' shareholders to have the
opportunity to appropriately consider Air Products' offer. By
adopting this proposal, Airgas' shareholders can provide themselves
an early opportunity to replace a majority of the existing Airgas
Board by January 2011 so that a new Airgas Board majority can
decide whether to pursue Air Products' offer to acquire their
shares.
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- Repeal All
By-Law Amendments Adopted by the Airgas Board After April 7,
2010. Air Products
believes that in order to ensure that the will of the Airgas
shareholders is upheld, the shareholders should repeal any new
By-Law or amendment to the By-Laws which was adopted by the Airgas
Board, without stockholder approval, after April 7, 2010 (which is
the date of the last publicly disclosed amendment to Airgas'
By-Laws) and prior to or on the date of the adoption of this
proposal by the shareholders of Airgas.
Air Products believes this action may be necessary in
the event that the Airgas Board adopts By-Law amendments which
could impede the election of the Air Products nominees or the
ability of the Air Products nominees, if elected, to pursue the
best interests of Airgas and its shareholders.
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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: www.airproducts.com.
ADDITIONAL INFORMATION
On February 11, 2010, Air Products
Distribution, Inc. ("Purchaser"), 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, June 4, 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
intends to file a proxy statement with the SEC. Any definitive
proxy statement will be mailed to shareholders 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, Purchaser, and certain of their respective
directors and executive officers and the Air Products nominees 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; and of Purchaser's
directors and executive officers in the Offer to Purchase.
Information about the Air Products nominees will be included
in the proxy statement Air Products intends to file with the SEC.
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.
SOURCE Air Products