RADNOR, Pa., June 16 /PRNewswire-FirstCall/ -- Airgas, Inc.
(NYSE: ARG) today issued the following statement in response to the
preliminary proxy materials filed today by Air Products &
Chemicals, Inc. (NYSE: APD) ("Air Products") with the Securities
and Exchange Commission in connection with Air Products'
unsolicited offer to acquire Airgas for $60.00 per share.
The Airgas Board of Directors is proud of its outstanding track
record of creating stockholder value and believes that record
speaks for itself. Despite Air Products' self-serving claims
to the contrary, the Airgas Board is keenly aware of its fiduciary
duties, and it has and will continue to act in the best interests
of all Airgas stockholders.
The Airgas Board is comprised of nine highly qualified
directors, eight of whom are independent, and the other of whom
holds substantial equity in the company.
This Board has unanimously concluded that Air Products'
unsolicited tender offer and proxy solicitation for its hand-picked
nominees are an opportunistic attempt to advance Air Products' goal
of transferring the value of Airgas to Air Products at a grossly
inadequate price.
The Board continues to recommend that stockholders reject the
Air Products offer.
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.
Forward-looking statements include the statements identified as
forward-looking in the Company's press release announcing its
quarterly earnings, as well as any statement that is not based on
historical fact, including statements containing the words
"believes," "may," "plans," "will," "could," "should," "estimates,"
"continues," "anticipates," "intends," "expects" and similar
expressions. 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 the factors identified in the
Company's press release announcing its quarterly earnings, as well
as other factors described in the Company's reports, including its
March 31, 2009 Form 10-K, subsequent Forms 10-Q, and other
forms filed by the Company with the Securities and Exchange
Commission. 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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Investor Contact:
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Jay Worley
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Joele Frank / Dan Katcher / Andrew Siegel
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Barry Strzelec
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jay.worley@airgas.com
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Joele Frank, Wilkinson Brimmer Katcher
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barry.strzelec@airgas.com
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(610) 902-6206
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(212) 355-4449
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(610) 902-6256
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SOURCE Airgas, Inc.