LEHIGH VALLEY, Pa.,
July 29 /PRNewswire-FirstCall/ -- Air
Products (NYSE: APD) today announced it has filed definitive proxy
materials with the Securities and Exchange Commission (SEC) for the
2010 Annual Meeting of Airgas, Inc. (NYSE: ARG) scheduled for
September 15, 2010 and commenced
mailing to Airgas shareholders. Air Products is soliciting
proxies to elect three highly qualified independent nominees to the
Airgas Board of Directors and approve additional proposals in order
to establish and maintain an Airgas Board that will act in the
shareholders' best interests.
Air Products is also recommending that all Airgas shareholders
tender their shares into the Air Products offer of $63.50 per share in cash for all outstanding
Airgas common shares before the offer expires on Friday, August 13, 2010. By tendering their
shares, Airgas shareholders will be sending a clear message to the
Airgas Board to meet with and engage in discussions with Air
Products promptly.
John E. McGlade, Air Products'
chairman, president and chief executive officer, said, "We have
made a sincere effort to engage in discussions with Airgas
but the Airgas Board continues to refuse to even meet with us or
our financial advisors regarding our fully financed $63.50 per share all-cash offer. The board
has also declined to form a special committee of independent
directors to evaluate the offer. We strongly recommend Airgas
shareholders send a clear message to the Airgas Board to meet with
us by tendering their shares before August
13 and by using the GOLD proxy card to vote for our three
highly qualified board nominees and our additional proposals at the
Airgas Annual Meeting."
Air Products is asking Airgas shareholders to elect three highly
qualified nominees to the Airgas Board: John P. Clancey, Robert
L. Lumpkins and Ted B. Miller,
Jr.
John P. Clancey
Mr. Clancey, 65, has more than 22 years of experience as both
CEO and Chairman of complex international businesses, and 16 years
of experience serving on the boards of large public companies
across a range of industries. He is currently Chairman
Emeritus of Maersk Inc. and Maersk Line Limited, a division of the
A.P. Moller - Maersk Group, one of the world's largest shipping
companies. Mr. Clancey previously served as Chairman of
Maersk Inc., where he managed the company's ocean transportation,
truck and rail, logistics and warehousing and distribution
businesses, and as Chief Executive Officer and President of
Sea-Land Service, Inc. Mr. Clancey is currently a Principal
and founder of Hospitality Logistics, International, a furniture,
fixtures and equipment logistics services provider serving
customers in the hotel industry, and a member of the Board of
Directors of Livingston International Inc., a major international
customs house and freight forwarding company. He has served
as a member of the board of directors of UST Inc., Foster Wheeler
AG, and AT&T Capital. Mr. Clancey, a former Captain in
the United States Marine Corps,
received a B.A. in Economics and Political Science from Emporia
State College.
Robert L. Lumpkins
Mr. Lumpkins, 66, has more than 40 years of significant
operational, management, financial and governance experience from a
variety of positions in major international corporations, covering
both developed and emerging countries, and service on public
company boards in a wide range of industries. He is currently
the Chairman of the board of directors of The Mosaic Company, a
producer and marketer of crop and animal nutrition products and
services, a position he has held since the creation of the company
in October 2004. He previously
served as Vice Chairman of Cargill Inc., a commodity trading and
processing company, until his retirement in 2006, and as Cargill's
Chief Financial Officer from 1989 until 2005. Mr. Lumpkins
currently serves as a director of Ecolab, Inc., a cleaning and
sanitation products and services provider; a Senior Advisor to
Varde Partners, Inc., an asset management company specializing in
alternative investments; and a member of the Advisory Board of
Metalmark Capital, a private equity investment firm. He also
serves as a Trustee of Howard
University. He received an M.B.A. from the Stanford
Graduate School of Business and a B.S. in Mathematics from the
University of Notre Dame.
Ted B. Miller, Jr.
Mr. Miller, 58, has extensive executive, financial and
governance experience as a founder, significant shareholder,
executive officer and director of both start-up companies and large
public companies. He is the former Chairman and Chief
Executive Officer of Crown Castle International Corp., a wireless
communications company he founded in 1995 that currently has an
equity market capitalization in excess of $10 billion. He currently serves as
President of 4M Investments, LLC, an international private
investment company. He is also the founder, Chairman and
majority shareholder of M7 Aerospace LP, a privately held aerospace
service, manufacturing and technology company; the founder,
Chairman and majority shareholder of Intercomp Technologies, LLC, a
privately held business process outsourcing company; and the
founder, Chairman and majority shareholder of Visual Intelligence,
a privately held imaging technologies company. Mr. Miller
previously served as a member of the board of directors of
Affiliated Computer Services, Inc., from November 2008 until its acquisition by Xerox
Corporation in February 2010.
He received a J.D. from Louisiana State
University and a B.B.A. from the University of Texas.
Air Products is also seeking approval by Airgas shareholders of
three additional proposals that would:
- Amend Airgas' By-Laws to limit the Airgas Board's ability to
re-seat directors not elected by Airgas shareholders at the annual
meeting (excluding the CEO)
- Require future Airgas annual shareholder meetings, including
for 2011, to be held in January
- Repeal all By-Law amendments adopted by the Airgas Board after
April 7, 2010
Air Products urges Airgas shareholders to sign, date and return
the GOLD proxy card today. Shareholders may also vote their
shares by Telephone or Internet by following the simple
instructions on their Gold Proxy Card. Shareholders may
contact MacKenzie Partners (212 929-5500 or 800 322-2885) for
additional information and help in tendering or voting shares.
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 definitive proxy statement on Schedule
14A dated July 29, 2010 with the SEC
in connection with the solicitation of proxies for the 2010 annual
meeting of Airgas stockholders. The definitive proxy
statement has been mailed to shareholders of Airgas.
INVESTORS AND SECURITY HOLDERS OF AIRGAS ARE URGED TO READ
THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION
AND 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 is included in
the definitive proxy statement Air Products filed with the SEC on
July 29, 2010 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,
is also included in the definitive proxy statement 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