Airgas Sends Letter to Air Products
November 11 2010 - 8:11AM
Business Wire
Airgas, Inc. (NYSE: ARG) today sent a letter to Air Products
& Chemicals, Inc. (NYSE: APD). The full text of that letter
follows:
November 11, 2010 Dear Mr.
McGlade and Mr. Davis: I was surprised and disappointed to
receive Mr. McGlade’s letter last night. To be clear, our
meeting last week was not a tactic as you suggest, but rather a
good faith effort to describe the basis of our Board’s unanimous
views on valuation. Although the parties did not agree, we
appreciated the business-like tone of the meeting and were awaiting
a response from you. We each agreed that it would be
counterproductive to make claims in public as to what each party
said at the meeting. We have not done so or otherwise detailed our
conversations, either publicly or in our court filings. In
your letter, you object to our supplementing the court record to
reflect this meeting. This step was taken only with the express
prior written consent of your counsel. At no time did your counsel
suggest that it was improper for us to supplement the court record
with public information about the meeting or that we would be
violating any agreement by discussing the meeting and its
significance to the issues that Air Products has raised in the
litigation in our post-trial brief. We can see no reason why either
of us would object to the court being provided with public filings.
With respect to your description of the substance of our
meeting, we do not agree with your characterization, but there is
no benefit to debating it in public or through letters. On
behalf of the Airgas Board of Directors, /s/ John van
Roden John van Roden Chairman
cc: Air Products 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.
ADDITIONAL INFORMATION
This press release does not constitute an offer to buy or
solicitation of an offer to sell any securities. In response to the
tender offer commenced by Air Products Distribution, Inc., a wholly
owned subsidiary of Air Products and Chemicals, Inc., Airgas has
filed a solicitation/recommendation statement on Schedule 14D-9
with the U.S. Securities and Exchange Commission (“SEC”). 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. Investors and security holders
may obtain free copies of these documents and other documents filed
with the SEC by Airgas through the web site maintained by the SEC
at http://www.sec.gov. Also, materials related to Air Products’
Unsolicited Proposals are 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 has filed a definitive proxy statement on Schedule 14A
with the SEC on July 23, 2010 in connection with the solicitation
of proxies for the 2010 annual meeting of Airgas stockholders.
Airgas may file an additional proxy statement with the SEC. Any
definitive proxy statement will be mailed to stockholders of
Airgas. INVESTORS AND SECURITY HOLDERS OF AIRGAS ARE URGED TO READ
THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders will be able
to obtain free copies of these documents (when available) and other
documents filed with the SEC by Airgas through the web site
maintained by the SEC at http://www.sec.gov.
FORWARD-LOOKING STATEMENTS
This communication 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.
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