LEHIGH VALLEY, Pa.,
Aug. 16 /PRNewswire-FirstCall/ -- Air
Products (NYSE: APD) today announced it has reached an agreement
with the Staff of the Federal Trade Commission (FTC) on the terms
of a Consent Decree in connection with the acquisition of Airgas,
Inc. (NYSE: ARG).
The Consent Decree would permit Air Products to acquire Airgas
subject to the divestiture of certain assets and would also permit,
for a period of time, the closing of the acquisition prior to
completion of the divestiture. The assets to be divested
relate primarily to Airgas' liquid bulk and on-site supply of
atmospheric gases, including production and related assets.
Air Products has signed the Consent Decree, which is subject
to review and approval by the Commissioners of the FTC.
John E. McGlade, Air Products
chairman, president and chief executive officer, said, "Having
reached agreement with the FTC on the terms of a Consent Decree, we
have now satisfied the principal conditions to completing a
transaction with Airgas. There remain no substantive
impediments to closing immediately other than the intransigence of
the Airgas Board. The next step for Airgas shareholders is to
elect our three highly qualified board nominees and approve our
other proposals at the 2010 Airgas Annual Meeting scheduled for
September 15, 2010."
McGlade continued, "The Airgas Board has refused to discuss our
offer and has also failed to promptly put the company up for
sale."
Air Products has extended the expiration of its tender offer for
all outstanding shares of Airgas for $63.50 per share in cash. The offer and
withdrawal rights are now scheduled to expire at 12:00 midnight
New York City time on October 29, 2010, unless further extended.
The tender offer was previously scheduled to expire on
August 13, 2010. Except for the
extension of the tender offer expiration date, all other terms and
conditions of the offer remain unchanged.
As of midnight on August 13, 2010,
17,895,787 shares of Airgas common stock had been validly tendered
into and not withdrawn from the offer by Airgas shareholders, which
together with the 1,508,255 shares of Airgas currently owned by Air
Products, represents approximately 23.2 percent of Airgas'
83,666,869 shares outstanding as of August
4, 2010.
Airgas' stockholders may obtain copies of all of the offering
documents free of charge at the SEC's website (www.sec.gov) or by
directing a request to MacKenzie Partners, Inc., the Information
Agent for the offer, at 212-929-5500 or toll-free at 800-322-2885.
Additional information about the transaction, including the
offering documents, is also available at
www.airproducts.com/airgasoffer.
Air Products' financial advisors are J. P. Morgan Securities
Inc. and Perella Weinberg Partners, its legal advisors are Cravath,
Swaine & Moore LLP and Arnold & Porter, and its information
agent is MacKenzie Partners, Inc.
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, October 29, 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
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