LEHIGH VALLEY, Pa.,
July 22 /PRNewswire-FirstCall/ -- Air
Products (NYSE: APD) today announced that it sent the following
letter to Airgas, Inc. (NYSE: ARG) shareholders urging them to
tender their shares into the Air Products tender offer before the
August 13, 2010 expiration.
The full text of the letter sent to Airgas shareholders
follows:
Dear Fellow Airgas Shareholder:
The Airgas Board of Directors recently rejected Air Products'
fully financed cash offer to purchase all outstanding Airgas shares
for the increased price of $63.50 per
share -- a 46% premium over the price of Airgas shares before we
announced our initial offer in February.
We believe this substantial cash premium delivers attractive and
certain value to Airgas shareholders. However, the Airgas
Board continues to refuse to even discuss our offer, leaving only
one way for you to be heard in the Airgas Boardroom -- tender your
shares into our offer and vote for our proposals and independent
director nominees at the 2010 Airgas Annual Meeting.
TENDER YOUR SHARES BY AUGUST
13
Now is the time to send a clear message to the Airgas Board to
engage with Air Products.
The best way to be heard is to tender your shares into the
Air Products offer before it expires on August 13, 2010.
Despite the substantial premium Air Products is offering,
Airgas' Board has refused to engage with us or to appoint a special
committee of independent directors to evaluate our offer.
Tendering your shares now will send a strong message to your
Board that you DO NOT support the Airgas Board's "just say
no" approach to this opportunity.
Airgas has made much of its recent earnings, but there is
nothing in Airgas' financial performance or outlook that changes
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. We
also 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 46% premium is more attractive than ever
before.
Tendering your shares is the best way for Airgas shareholders to
be heard. Don't let Airgas claim that shareholders do not
support a deal with Air Products -- tender your shares now.
AIRGAS HAS REPEATEDLY REFUSED TO ENGAGE WITH AIR
PRODUCTS
We believe it is important for Airgas shareholders to understand
the series of actions their Board has taken in response to our
offer. These actions include:
- Refusing to discuss with us any aspect of our offers since we
first approached Airgas in October
2009, despite our clearly stated flexibility regarding value
and form of consideration.
- Refusing to establish an independent board committee to assess
our offers -- which we believe is necessary and appropriate because
the longtime Chairman and CEO may have interests that are not
aligned with other shareholders. This issue is currently
pending before the Delaware
court.
- The Chairman of the Governance and Compensation Committee of
Airgas refusing to meet, telling Air Products that all
communications should be made to the Chairman and CEO.
- Amending the Airgas bylaws to eliminate the requirement to hold
the 2010 Airgas Annual Meeting by August 31,
2010 -- thereby delaying a shareholder referendum on our
offer. The Annual Meeting still has not been scheduled.
- Refusing to take reasonable actions to allow Airgas
shareholders to decide for themselves about our offer, including:
- Refusing to rescind the Airgas "poison pill"
- Ignoring Air Products' request to hold the Airgas 2010 Annual
Meeting no later than August 18, 2010
(the one-year anniversary of the 2009 Annual Meeting)
- Ignoring Air Products' request that directors voted off the
Board by shareholders at the 2010 Annual Meeting not be reappointed
by the Board for at least three years
- Responding to our premium offers by spending millions of
dollars of shareholder money pursuing litigation against Air
Products' long-time outside legal counsel.
Show the Airgas Board that you DO NOT agree with their
handling of our offer. We believe a substantial tender
count on August 13 is an important
step in sending a clear message to the Airgas Board and the proxy
advisory firms that shareholders want their Board to engage with
Air Products.
With strong support for our tender offer, the next step will be
to elect our three independent and highly qualified board
nominees and support our additional proposals at the 2010 Airgas
Annual Meeting. The Annual Meeting remains unscheduled but
Airgas has stated in SEC filings that it expects to hold the
meeting by September 17, 2010.
We will be mailing a proxy to Airgas shareholders shortly,
and urge you to sign and return the GOLD proxy card to
support the Air Products nominees and proposals.
SEND A MESSAGE TO YOUR BOARD -- TENDER YOUR SHARES BY
AUGUST 13
The first step in making your voice heard is to tender your
shares by August 13.
Shareholders may contact MacKenzie Partners (212 929-5500 or
800 322-2885) for additional information and help in tendering
shares.
Thank you for your support.
Sincerely,
John McGlade
Chairman, President and CEO
Air Products
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.
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.
SOURCE Air Products