RADNOR, Pa., July 8 /PRNewswire-FirstCall/ --Airgas, Inc.
(NYSE: ARG) today noted that Air Products & Chemicals, Inc.
(NYSE: APD) ("Air Products") has issued a press release announcing
a revised tender offer to acquire all outstanding common shares of
Airgas at a price of $63.50 per share
in cash. Consistent with its fiduciary duties and as required
by applicable law, the Airgas Board of Directors will review the
revised tender offer to determine the course of action that it
believes is in the best interests of the Company and its
stockholders. Airgas stockholders are advised to take no
action at this time pending the review of the revised offer by the
Airgas Board of Directors.
The Airgas Board of Directors has previously considered and
rejected prior proposals from Air Products of $62 and $60 per
share.
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 approximately
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 has filed a preliminary proxy statement on
Schedule 14A with the SEC on July 8,
2010 in connection with the solicitation of proxies for the
2010 annual meeting of Airgas stockholders. Airgas 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 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, 2010, which was filed with the SEC on May 27,
2010, its proxy statement for the 2009 Annual Meeting, which was
filed with the SEC on July 13, 2009 and its preliminary proxy
statement for the 2010 Annual Meeting, which was filed with the SEC
on July 8, 2010. To the extent
holdings of Airgas securities have changed, 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, 2010 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.
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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.