LEHIGH VALLEY, Pa.,
June 16 /PRNewswire-FirstCall/ -- Air
Products (NYSE: APD) today announced it has filed preliminary proxy
materials with the Securities and Exchange Commission (SEC) in
connection with its planned solicitation of proxies at the 2010
Annual Meeting of Airgas, Inc. (NYSE: ARG). Air Products
intends to solicit proxies from Airgas stockholders to elect three
independent nominees to the Airgas Board of Directors and approve
its additional proposals in order to establish an Airgas Board that
will act in the shareholders' best interests. Airgas' 2010
Annual Meeting remains unscheduled but Airgas has stated in SEC
filings that it expects to hold the meeting on or before
September 17, 2010.
As previously outlined in its formal notice to Airgas, Air
Products is seeking support from Airgas shareholders to elect three
highly qualified independent nominees to the Airgas Board:
John P. Clancey, Chairman Emeritus
of Maersk Inc. and Maersk Line Limited; Robert L. Lumpkins, Chairman of the Board of
Directors of The Mosaic Company; and Ted B.
Miller, Jr., former Chairman and Chief Executive Officer of
Crown Castle International Corp.
Air Products is also seeking approval by Airgas shareholders of
three additional proposals:
- A proposal 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 requiring future Airgas annual shareholder meetings,
including for 2011, to be held in January
- A proposal repealing all By-Law amendments adopted by the
Airgas Board after April 7, 2010
John E. McGlade, Air Products'
chairman, president and chief executive officer, said, "We believe
the current Airgas Board has not been acting in the best interests
of Airgas shareholders. The current Airgas Board has rejected
our all-cash, fully financed offer at a substantial premium, has
refused to engage with us or to appoint a special committee of
independent directors to evaluate our offer, and is maintaining
defensive measures to block completion of our offer. We
further believe that the current Board has failed to explain how
Airgas will deliver value equal to the $60.00 per share in cash we have offered."
McGlade continued, "We believe Airgas shareholders deserve a
Board of Directors that answers to them and will act in their best
interests. We therefore urge Airgas shareholders to vote for
our proposals and highly qualified nominees. By supporting
our proposals and voting for our nominees, Airgas shareholders can
send a strong message to the Airgas Board that they want directors
who will act in their best interests and constructively engage with
Air Products."
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 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 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 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.
Airgas has not yet set the record date for its 2010 Annual
Meeting. Air Products encourages Airgas shareholders to take
the necessary steps with their custodial banks and brokerage firms,
once the record date is set, to ensure they have the ability to
vote at the annual meeting. Investors who are interested in
purchasing shares and voting such shares at the Annual Meeting
should complete any purchases at least three trading days prior to
the record date in order to allow for trade settlement by the
record date.
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, August 13, 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.
Air Products has filed a preliminary proxy statement on Schedule
14A with the SEC on June 16, 2010 in
connection with the solicitation of proxies for the 2010 annual
meeting of Airgas stockholders. Air Products expects to file
a definitive proxy statement with the SEC in connection with the
solicitation of proxies for the 2010 annual meeting of Airgas
stockholders and may file other proxy solicitation material in
connection therewith. 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 AS THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. 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. These materials may also be
obtained for free by contacting Air Products' proxy solicitor for
the 2010 Airgas annual meeting, MacKenzie Partners, Inc., at
212-929-5500 or toll-free at 800-322-2885.
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 definitive proxy statement Air
Products intends to file with the SEC relating to the 2010 annual
meeting of Airgas stockholders. 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 the definitive proxy statement and other relevant materials to
be filed by Air Products with the SEC.
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