LEHIGH VALLEY, Pa.,
July 8 /PRNewswire-FirstCall/ -- Air
Products (NYSE: APD) today announced it has increased its fully
financed offer to purchase all of the outstanding shares of Airgas,
Inc. (NYSE: ARG) to $63.50 per share
in cash, an increase of $3.50 per
share over its initial offer of $60.00 per share and a premium of 46% over the
closing price of Airgas' shares on February
4, 2010, the day before Air Products announced its proposal
to acquire Airgas. At $63.50
per share, the acquisition is expected to be immediately accretive
to Air Products' earnings per share on both a GAAP and cash basis,
excluding one-time costs.
John E. McGlade, Air Products
chairman, president and chief executive officer, said, "We have had
extensive and very productive dialogue with Airgas shareholders
over the last several months. With this price increase, and
the record date now set, we are convinced we will have widespread
support from Airgas shareholders for this transaction and for our
Board nominees and proposals. At the same time, we are
intensely focused on the interests of Air Products shareholders --
and I want to be very clear to the shareholders of both companies
that we will remain disciplined on price."
McGlade continued, "We hope the Airgas Board will take the
responsible step for their shareholders and promptly begin
negotiations with us. With shareholder support for our
increased offer, and continuing positive discussions with the FTC,
we believe we can close this mutually beneficial transaction on a
timely basis. We urge Airgas shareholders to send a clear and
strong message to the Airgas Board by tendering their shares into
our offer and voting for our independent Board nominees and
proposals at the Annual Meeting."
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, and has
set a record date of July 19, 2010
for shareholders to be eligible to vote at the meeting.
Investors who want to vote Airgas shares at the Annual Meeting
must recall any shares that may be out on loan by their custodian
banks or brokerage firms, and if they want to buy additional shares
to vote, they must execute regular-way purchases at least three
trading days prior to the July 19
record date to allow for trade settlement by the record date.
Trades made on or before July
14 should settle in time to be voted. Air Products
encourages Airgas shareholders to take the necessary steps with
their custodian banks and brokerage firms to ensure they are
eligible to vote at the Annual Meeting. Shareholders should
contact MacKenzie Partners, Inc. at the numbers below if they have
any questions about voting or tendering procedures.
Air Products previously filed preliminary proxy materials with
the Securities and Exchange Commission for its planned solicitation
of proxies at the 2010 Airgas Annual Meeting. Air Products
intends to solicit proxies from Airgas shareholders to elect three
independent nominees to the Airgas Board of Directors and to
approve three additional proposals to ensure the Airgas Board will
act independently and in the best interest of Airgas shareholders.
The revised offer and withdrawal rights continue to be scheduled
to expire at 12:00 midnight New York
City time on August 13, 2010,
unless extended. Except for the price increase, all other
terms and conditions of the offer remain unchanged.
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 $63.50 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