RADNOR, Pa., May 13 /PRNewswire-FirstCall/ -- Airgas, Inc.
(NYSE: ARG) today commented on the announcement by Air Products
& Chemicals, Inc. (NYSE: APD) ("Air Products") that it has
submitted a slate of three nominees for election to the Airgas
Board of Directors at Airgas' 2010 Annual Meeting of Stockholders.
Air Products has also announced that it intends to set forth
three stockholder proposals at the Annual Meeting:
We believe that Air Products' interests are diametrically
opposed to those of our stockholders and that Air Products chose
its candidates and proposals precisely to help advance its goal of
acquiring Airgas at the cheapest possible price.
Air Products' CEO recently said that his efforts "are geared
toward helping move this process along in a manner that ends up
with success for us and our [Air Products'] shareholders." We
believe that this statement makes it perfectly clear that Air
Products is seeking to transfer the value inherent in
Airgas to Air Products and its stockholders, to the detriment
of the Airgas stockholders.
Airgas stockholders – not Air Products – deserve
to benefit from Airgas' future growth as the economy continues to
improve. The Airgas Board of Directors has unanimously
rejected Air Products' offer as grossly inadequate following a
comprehensive review with its financial and legal advisors.
Airgas is proud of its extraordinary track record of creating
stockholder value. The Company will evaluate Air Products'
candidates and proposals in due course.
The Airgas Board is comprised of nine highly qualified
directors, eight of whom are independent, and the other of whom,
Peter McCausland, holds substantial
equity in our company and serves as our Chairman and Chief
Executive Officer.
Bank of America Merrill Lynch and Goldman, Sachs & Co. are
serving as financial advisors, and Wachtell, Lipton, Rosen &
Katz is serving as legal counsel to Airgas and its Board of
Directors.
About Airgas, Inc.
Airgas, Inc. (NYSE: ARG), through its subsidiaries, is the largest
U.S. distributor of industrial, medical, and specialty gases, and
hardgoods, such as welding equipment and supplies. Airgas is
also one of the largest U.S. distributors of safety products, the
largest U.S. producer of nitrous oxide and dry ice, the largest
liquid carbon dioxide producer in the Southeast, and a leading
distributor of process chemicals, refrigerants, and ammonia
products. More than 14,000 employees work in over 1,100
locations, including branches, retail stores, gas fill plants,
specialty gas labs, production facilities and distribution centers.
Airgas also distributes its products and services through
eBusiness, catalog and telesales channels. Its national scale
and strong local presence offer a competitive edge to its
diversified customer base. For more information, please visit
www.airgas.com.
ADDITIONAL INFORMATION
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. In response
to the tender offer commenced by Air Products Distribution, Inc., a
wholly owned subsidiary of Air Products and Chemicals, Inc., Airgas
has filed a solicitation/recommendation statement on Schedule 14D-9
with the U.S. Securities and Exchange Commission ("SEC").
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.
Investors and security holders may obtain free copies of
these documents and other documents filed with the SEC by Airgas
through the web site maintained by the SEC at http://www.sec.gov.
Also, materials related to Air Products' Unsolicited
Proposals are available in the "Investor Information" section of
the Company's website at www.airgas.com, or through the following
web address:
http://investor.shareholder.com/arg/airgascontent.cfm.
In addition, Airgas 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. Investors and security holders will be
able to obtain free copies of these documents (when available) and
other documents filed with the SEC by Airgas through the web site
maintained by the SEC at http://www.sec.gov.
CERTAIN INFORMATION REGARDING PARTICIPANTS
Airgas and certain of its directors and executive officers may
be deemed to be participants under the rules of the SEC. Security
holders may obtain information regarding the names, affiliations
and interests of Airgas' directors and executive officers in
Airgas' Annual Report on Form 10-K for the year ended March 31, 2009, which was filed with the SEC on
June 1, 2009, and its proxy statement
for the 2009 Annual Meeting, which was filed with the SEC on
July 13, 2009. To the extent
holdings of Airgas securities have changed since the amounts
printed in the proxy statement for the 2009 Annual Meeting, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed 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 any 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 if and when they become
available.
FORWARD-LOOKING STATEMENTS
This communication contains statements that are forward looking.
These statements may include, but are not limited to: our
having strong prospects for organic and acquisition growth in the
coming years; the economy just beginning its recovery; the view
that under the terms of Air Products' proposal, our stockholders
would sacrifice real value and opportunity; our belief that a
combination of our two companies could destroy rather than create
value; our belief that Air Products' tender offer would be highly
likely to be subject to substantial delays related to U.S.
antitrust clearance; and our prospects for continued growth and
stockholder value creation. All forward-looking statements
are based on current expectations regarding important risk factors
and should not be regarded as a representation by us or any other
person that the results expressed therein will be achieved.
Airgas assumes no obligation to revise or update any
forward-looking statements for any reason, except as required by
law. Important factors that could cause actual results to
differ materially from those contained in any forward-looking
statement include: adverse changes in customer buying patterns
resulting from further deterioration in current economic
conditions; weakening in the operating and financial performance of
our customers, which can negatively impact our sales and ability to
collect our accounts receivable; postponement of projects due to
the recession; customer acceptance of price increases; the success
of implementing and continuing our cost reduction programs; supply
cost pressures; increased industry competition; our ability to
successfully identify, consummate, and integrate acquisitions; our
ability to achieve acquisition synergies; our continued ability to
access credit markets on satisfactory terms; significant
fluctuations in interest rates; increases in energy costs and other
operating expenses eroding planned cost savings; higher than
expected implementation costs of the SAP system; conversion
problems related to the SAP system that disrupt our business and
negatively impact customer relationships; the impact of tightened
credit markets on our customers; the impact of changes in tax and
fiscal policies and laws; the potential for increased expenditures
relating to compliance with environmental regulatory initiatives;
the impact of new environmental, healthcare, tax, accounting, and
other regulation; continued potential liability under the
Multiemployer Pension Plan Amendments Act of 1980 with respect to
our participation in or withdrawal from multi-employer pension
plans for our union employees; the extent and duration of current
recessionary trends in the U.S. economy; the effect of catastrophic
events; political and economic uncertainties associated with
current world events; and other factors described in Airgas'
reports, including its March 31, 2009
Form 10-K, subsequent Forms 10-Q, and other documents filed by
Airgas with the SEC. The Company notes that forward-looking
statements made in connection with a tender offer are not subject
to the safe harbors created by the Private Securities Litigation
Reform Act of 1995. The Company is not waiving any other
defenses that may be available under applicable law.
Media Contact:
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Jay Worley
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Joele Frank / Dan Katcher /
Andrew Siegel
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jay.worley@airgas.com
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Joele Frank, Wilkinson Brimmer
Katcher
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(610) 902-6206
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(212) 355-4449
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Investor Contact:
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Barry Strzelec
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barry.strzelec@airgas.com
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(610) 902-6256
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SOURCE Airgas, Inc.