RADNOR, Pa., Aug. 27 /PRNewswire-FirstCall/ -- Airgas, Inc.
(NYSE: ARG) today issued the following statement in response to Air
Products (NYSE: APD):
The letter Airgas sent to the Delaware Chancery Court simply reiterates
Airgas' position in its proxy statement with regard to Air
Products' By-Law Amendment proposal and was sent as a courtesy for
the Court's scheduling purposes.
As explained in our proxy statement and in subsequent
communications, Airgas believes that the Air Products By-Law
Amendment proposal, if approved, would be invalid as it conflicts
with both Delaware law and Airgas'
Certificate of Incorporation.
With respect to Air Products' assertions regarding our
communications with stockholders, we have said consistently, and
most recently in our letter to stockholders earlier this week, that
Airgas would engage in negotiations if it believed it would result
in an appropriate price for Airgas stockholders. $63.50 per
share is grossly inadequate and is not close to a sensible starting
point for negotiations.
BofA 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.
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.
IMPORTANT INFORMATION
In connection with its 2010 Annual Meeting of Stockholders,
Airgas, Inc. has filed a definitive proxy statement on Schedule 14A
with the Securities and Exchange Commission (the "SEC"). INVESTORS
AND STOCKHOLDERS OF AIRGAS ARE URGED TO READ THE PROXY STATEMENT
FOR THE 2010 ANNUAL MEETING IN ITS ENTIRETY BECAUSE IT CONTAINS
IMPORTANT INFORMATION. In response to the tender offer proposed by
Air Products and Chemicals, Inc. referred to in this communication,
Airgas has filed with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9, as amended. STOCKHOLDERS OF AIRGAS ARE
ADVISED TO READ AIRGAS' SOLICITATION/ RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9, AS AMENDED, IN ITS ENTIRETY BECAUSE IT CONTAINS
IMPORTANT INFORMATION. This communication does not constitute an
offer to sell or the solicitation of an offer to buy any securities
of Air Products. Investors and stockholders will be able to
obtain free copies of Airgas' definitive proxy statement, the
Solicitation/Recommendation Statement on Schedule 14D-9, any
amendments or supplements to the proxy statement and/or the
Schedule 14D-9, any other documents filed by Airgas in connection
with the 2010 Annual Meeting and/or the tender offer by Air
Products, and other documents filed with the SEC by Airgas at the
SEC's website at www.sec.gov. Free copies of the definitive
proxy statement, the Solicitation/ Recommendation Statement on
Schedule 14D-9, and any amendments and supplements to these
documents are also 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. Airgas
and its directors and certain of its executive officers may be
deemed to be participants in the solicitation of proxies in
connection with its 2010 Annual Meeting. Detailed information
regarding the names, affiliations and interests of Airgas'
directors and executive officers is available in the definitive
proxy statement for the 2010 Annual Meeting, which was filed with
the SEC on July 23, 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.
FORWARD-LOOKING STATEMENTS
This presentation 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.
Media Contact:
|
|
Investor Contact:
|
|
Jay Worley
|
Joele Frank / Dan Katcher /
Andrew Siegel
|
Barry Strzelec
|
|
jay.worley@airgas.com
|
Joele Frank, Wilkinson Brimmer
Katcher
|
barry.strzelec@airgas.com
|
|
(610) 902-6206
|
(212) 355-4449
|
(610) 902-6256
|
|
|
|
|
SOURCE Airgas, Inc.
Copyright . 27 PR Newswire