LEHIGH VALLEY, Pa.,
July 21 /PRNewswire-FirstCall/ -- Air
Products (NYSE: APD) today responded to the announcement by Airgas,
Inc. (NYSE: ARG) that its Board of Directors has rejected Air
Products' fully financed offer to purchase all of the outstanding
shares of Airgas for the increased price of $63.50 per share in cash made on July 8. This offer is an increase of
$3.50 per share over the 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 initial offer.
John E. McGlade, Air Products
chairman, president and chief executive officer, said, "We are
disappointed that the Airgas Board has once again rejected an
all-cash offer at a substantial premium without engaging with Air
Products. This latest rejection comes in spite of a
materially higher offer representing a 46% premium to Airgas'
pre-offer price. We believe Airgas shareholders today face
substantially more uncertain market conditions than when we
commenced our offer for Airgas in February, and that the certainty
of a fully financed all-cash offer at a substantial premium is more
attractive than ever before."
McGlade added, "Airgas' recent performance does not change our
view of the company's intrinsic value. We remain confident
that our all-cash offer exceeds the value Airgas could produce for
shareholders in the future through execution of its current
business plan even under optimistic scenarios."
McGlade concluded, "As a result of the continuing refusal of
Airgas to even discuss our offer, there is only one way for
shareholders to be heard in the Airgas Boardroom – and that is to
tender their shares and vote for our proposals and independent
director nominees at the upcoming Annual Meeting. We are
confident we will have strong support from Airgas shareholders and
will be able to complete this transaction in a timely fashion
despite the actions of the Airgas Board."
Air Products' tender offer is scheduled to expire on
August 13, 2010. Air Products
urges all Airgas shareholders to tender their shares before the
August 13 expiration. Air
Products believes a substantial tender count on August 13 is an important step in sending a clear
message to the Airgas Board that shareholders want their Board to
engage with Air Products.
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. 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 that Air Products believes will
ensure the Airgas Board will act independently and in the best
interest of Airgas shareholders.
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,
and a revised preliminary proxy statement on Schedule 14A on
July 9, 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