LEHIGH VALLEY, Pa.,
Aug. 19 /PRNewswire-FirstCall/ -- Air
Products (NYSE: APD) today announced that it has mailed the
following letter to Airgas (NYSE: ARG) shareholders questioning the
credibility of the Airgas Board of Directors, and urging
shareholders to vote the GOLD proxy card and vote "FOR" the
three highly qualified Air Products nominees and "FOR" the proposed
by-law amendments at Airgas' 2010 Annual Meeting on September 15.
The full text of the letter sent to Airgas shareholders
follows:
Dear Fellow Airgas Shareholder:
Airgas shareholders have been inundated for months by mailings
and statements from the current Airgas Board of Directors regarding
Air Products' fully financed, all-cash offer for Airgas. The
Airgas statements contain numerous inconsistencies and
misstatements regarding our bid.
Airgas shareholders have no doubt dismissed, as we have, many of
these as the tactical maneuvering of an entrenched Board.
However, as the September 15
Airgas Annual Meeting approaches, we believe Airgas shareholders
should carefully review the credibility of their incumbent Board in
discharging its fiduciary duty of candor to Airgas' shareholders.
Attached is the most recent example of the Airgas Board's
doubletalk. These statements speak directly to the candor of
the Board with its shareholders and the credibility of the Board's
objections to our bid. Airgas has continually objected to our
offer by suggesting it will delay shareholders' realization of
value -- but in reality, the delay is due solely to the Airgas
Board.
THE CURRENT AIRGAS BOARD IS PREVENTING YOU FROM RECEIVING A
SUBSTANTIAL PREMIUM FOR YOUR SHARES TODAY
For more than 10 months, Air Products has made numerous attempts
to engage the current Airgas Board of Directors in discussions
about a compelling strategic combination of our two companies.
Time and again, our efforts have been rebuffed by the current
Airgas Board. We have proceeded with our offer despite the
repeated efforts by the current Airgas Board to distort, deflect
and delay because we believe in the compelling logic behind this
combination, with its clear benefits for customers, employees and
partners alike.
Our fully financed, all-cash offer provides Airgas shareholders
with the opportunity to realize immediate liquidity at a
substantial premium to Airgas' historical share price. Air
Products remains as committed as ever to closing the transaction in
short order and delivering this certain, cash value to Airgas
shareholders. The only significant hurdles that remain to
completion of the transaction are within the control of the Airgas
Board.
It is now up to you, the Airgas shareholders, to make your
voices heard and change the dynamic in the Airgas Boardroom.
It is time for the Airgas Board to listen to its
shareholders. It is time to sign and return the GOLD
proxy card and vote to move this process forward.
THE CURRENT AIRGAS BOARD HAS FAILED IN ITS RESPONSIBILITIES
TO YOU
In our view, the Airgas Board has failed in its most basic
responsibilities -- to represent the best interest of all Airgas
shareholders. For months, the Airgas Board has sought to
distort, deflect and delay, rather than inform and engage. It
has claimed Air Products' offer is "highly uncertain" and would
require a "significant amount of time to complete," while in
reality the only substantive impediment to closing immediately is
the Board's refusal to negotiate a deal.
Since we began this process 10 months ago, the current Airgas
Board has:
- Refused to engage in any way with Air Products or its
advisors
- Refused to form a special committee of independent directors to
evaluate our offers
- Delayed the 2010 Airgas Annual Meeting
- Refused to rescind the "poison pill"
- Pursued litigation against Air Products' outside legal
counsel
- Repeatedly revised its financial forecasts
- Put in place new change-of-control severance agreements
- Failed to explore a sale process that would maximize value for
your shares
YOU DESERVE A BOARD THAT WILL ACT IN YOUR BEST
INTERESTS
Air Products is soliciting votes for the election of three
highly qualified independent board nominees, and approval of our
other proposals, at the 2010 Airgas Annual Meeting on September 15, 2010. We urge you to support
the Air Products nominees and proposals -- and send a message to
the Airgas Board that its self-serving actions cannot continue.
The three independent nominees put forth by Air Products have no
personal or professional ties to Air Products, the Airgas Board or
its Chairman and CEO. They each have significant experience
as public company directors and executives at major global
corporations. By voting "FOR" the independent nominees
on the GOLD proxy card, you will be electing directors
committed to acting in your best interests.
We urge you to send a message to the Airgas Board and
management that you want directors who will constructively engage
with Air Products regarding our offer.
JUST SAY NO TO FURTHER DELAY
VOTE YOUR GOLD PROXY CARD "FOR" THE THREE HIGHLY QUALIFIED
AIR PRODUCTS NOMINEES AND "FOR" THE PROPOSED BY-LAW
AMENDMENTS
Whether or not you plan to attend the Airgas Annual Meeting, we
urge you to promptly vote the GOLD proxy card. We urge
you to vote TODAY -- by telephone, by Internet, or by signing,
dating and returning the enclosed GOLD proxy card in the
postage-paid envelope provided.
Please discard any white proxy cards sent to you by Airgas and
do not vote using any white proxy card or voting instruction form
that you receive from Airgas. This is important because
only your latest-dated vote counts. Therefore, if you
vote using any white proxy card, this will cancel any vote you
previously executed using a GOLD proxy card or voting
instruction form.
If you have questions about how to vote your shares please
contact MacKenzie Partners at (212) 929-5500 (collect) or
(800) 322-2885 (toll free).
Sincerely,
John E. McGlade
Chairman, President and Chief Executive Officer
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Your Vote Is Important, No
Matter How Many Shares You Own.
If you have questions about how
to vote your shares on the GOLD
proxy card, or need additional
assistance, please contact the firm
assisting us in the solicitation
of proxies:
MacKenzie Partners
105 Madison Avenue
New York, New York
10016
(212) 929-5500
(collect)
(800) 322-2885 (toll
free)
Email:
airgas@mackenziepartners.com
IMPORTANT
We urge you NOT to sign any
White proxy card sent to you by Airgas.
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DON'T BE MISLED BY AIRGAS'S DOUBLE TALK
Airgas Board on Regulatory Approval:
Then…
"[Air Products] ignores . . . the regulatory issues that . . .
would slow the process considerably."
Letter from Peter McCausland
to John McGlade, December 8, 2009
"[R]egulatory concerns . . . create significant uncertainty as
to when – if ever – Airgas stockholders would receive consideration
under the Offer."
Airgas 14D-9, February 22,
2010
- "[The] regulatory risks are significant."
Airgas Revised Preliminary Proxy Statement, July 8, 2010
"[T]he antitrust regulatory authorities would be likely to
require in connection with any approval that Air Products agree to
divest substantial assets or businesses . . . . The timing of
any such approval . . . impose[s] uncertainty . . . ."
Airgas 14D-9, July 21,
2010
Now…
Airgas Board: Air Products' Consent Decree was "widely
anticipated."
Airgas Press Release, August 16,
2010
Airgas Board on Timing of Transaction:
Then…
"The offer is highly uncertain and any payments made to Airgas
stockholders would be considerably deferred."
Airgas Press Release, February 22,
2010
"[A]ny comparison of the 'current' value which Air Products
claims to be offering . . . must take into account . . . the time
value of money . . . ."
Airgas 14D-9, February 22,
2010
"[T]he Offer is highly uncertain and would require a significant
amount of time to complete, even under the most favorable
circumstances."
Airgas 14D-9, July 21,
2010
Now…
Air Products has agreed with the Staff of the Federal Trade
Commission on a consent decree that would resolve any regulatory
issues. The only remaining hurdles to completion of the
offer are within the control of the Airgas Board.
Airgas Board's response: None
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
Copyright . 19 PR Newswire