LEHIGH VALLEY, Pa.,
Sept. 8 /PRNewswire-FirstCall/ -- Air
Products (NYSE: APD) today issued the following statement in
response to Airgas, Inc.'s (NYSE: ARG) latest value-destructive
tactics in its continuing attempts to avoid an Airgas shareholder
referendum on Air Products' offer.
"The Airgas Board is resorting to desperate last-minute gambits
that should not distract the Airgas shareholders from the real
choice they face at the September 15
Airgas Annual Meeting. Air Products is offering Airgas
shareholders a premium of more than 50% for their shares today, and
can close a deal quickly if the Airgas Board will agree to sit down
and negotiate. There is no need for further delays possibly
followed by a convoluted process that destroys value for the Airgas
shareholders.
"Airgas shareholders should see these latest actions by the
Airgas Board as part of a continuing pattern of behavior designed
to avoid a sale of Airgas at any price. The statement that
$65.50 is not a 'sensible starting
point for negotiations' makes clear that Airgas continues to have
unreasonable and unsupportable value expectations. Airgas'
vague new promise to 'explore alternatives to enhance stockholder
value' sometime before June 2011 --
but only if Airgas shareholders do not support Air Products'
January by-law proposal -- should not fool anybody. After
stonewalling for nearly a year, the Airgas Board now promises to
discharge its fiduciary duties only if Airgas shareholders vote
their way. This latest non-binding 'commitment' from the
incumbent Airgas Board is further evidence that Airgas needs truly
independent directors who are committed to maximizing value for
Airgas shareholders.
"Today's comments by Airgas also ring hollow regarding
leveraging the company to accommodate the expected severe sell-off
in Airgas stock should we withdraw our offer. Only yesterday,
Airgas filed a presentation to investors touting the value Airgas
could supposedly create on its own by de-leveraging. The
Airgas Board cannot have it both ways.
"Air Products has provided Airgas shareholders with a clear path
to completing a transaction at a substantial premium with no
regulatory or financing obstacles. The only remaining
obstacle is the lack of engagement by the Airgas Board. Air
Products asks that Airgas shareholders send a clear and unambiguous
message to the Airgas Board that they want a sale to move forward
now by voting for both the Air Products nominees and by-law
proposals.
"Airgas shareholders should understand that if they do not elect
the Air Products nominees and approve our proposals, we will
conclude that shareholders are satisfied with a minimal share
repurchase at an unknown price and unknown time instead of a sale
of Airgas to Air Products or a third party. In that case, we
will terminate our offer and move on. We are confident Airgas
shareholders will make the right choice to protect the value of
their investment."
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 $65.50 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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