Airgas, Inc. (NYSE: ARG) today issued the following statement in
response to a letter sent by Air Products & Chemicals, Inc.
(NYSE: APD) (“Air Products”) to Airgas stockholders:
Today’s letter from Air Products
is just another attempt to facilitate its grossly inadequate offer
and distract stockholder attention from what we believe to be
obvious – that the offer fails to fairly compensate stockholders
for the value inherent in Airgas and its future prospects.
Airgas’ performance continues to
improve, as evidenced by the outstanding first quarter 2011 results
announced yesterday. We achieved the second best earnings in the
Company’s nearly 30-year history, including EPS well above our
guidance range for the first quarter of fiscal 2011. As a result of
this performance and the improved outlook, Airgas raised its
full-year fiscal 2011 earnings guidance from a range of $2.95 to
$3.05 to a new range of $3.15 to $3.30, representing 18% to 23%
growth over fiscal year 2010 adjusted earnings.* Further, the
increasing momentum we are seeing reinforces our confidence in our
calendar 2012 earnings goal of at least $4.20 per share, and with
continued modest improvement in the economy, we could very well
outperform this objective. These results are especially encouraging
given that, in this early stage of the economic recovery, Airgas’
revenues have not yet recovered to pre-recession levels.
Similarly, in what we believe is a
misleading attempt to make its grossly inadequate offer appear more
attractive, Air Products is trying to frighten Airgas stockholders
about market conditions. However, as evidenced by comments made on
its third quarter earnings conference call, Air Products’ own
economic outlook stands in stark contrast. During its call today,
Paul Huck, Air Products’ Senior Vice President and Chief Financial
Officer, said “We have a pretty good look on the economy going
forward for us. And we still feel that it is playing out as we
expected, which is for just good steady slow growth here in the US,
starting to turn in Europe in the second half which we're starting
to see.”
We are confident that Airgas
stockholders will recognize this letter for what it is – an attempt
to deprive them of the value of their Company. The Airgas Board of
Directors reiterates its recommendation that stockholders not
tender their shares into the Air Products grossly inadequate
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.
* See reconciliation of non-GAAP measures on Annex F of the
Schedule 14D-9 amendment filed with the SEC on July 21, 2010.
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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