LEHIGH VALLEY, Pa.,
Dec. 9, 2010 /PRNewswire-FirstCall/
-- Air Products (NYSE: APD) today announced it has increased its
fully financed cash tender offer to acquire all of the outstanding
shares of Airgas, Inc. (NYSE: ARG) to $70 per share. This is Air Products' best
and final offer for Airgas and will not be further increased.
It provides a 61% premium to Airgas' closing price on
February 4, 2010, the day before Air
Products first announced an offer to acquire Airgas.
John E. McGlade, Air Products
chairman, president and chief executive officer, said, "It is time
to bring this matter to a conclusion, and we are today making our
best and final offer for Airgas. The Air Products Board has
determined that it is not in the best interests of Air Products
shareholders to pursue this transaction indefinitely, and Airgas
shareholders should be aware that Air Products will not pursue this
offer to another Airgas shareholder meeting, whenever it may be
held."
McGlade continued, "We are more than a year into this process,
and the majority of the Airgas Board has made it clear that they do
not intend to negotiate a deal. Accordingly, if Airgas
shareholders want this compelling offer, they must make their
voices heard now. The reality is that there are no other
bidders for Airgas and Airgas has no alternative value creation
plan other than the status quo. At $70 per share, this offer would deliver an
extraordinary premium to Airgas shareholders and create significant
value for Air Products shareholders. Airgas shareholders
deserve the opportunity to decide for themselves whether they want
to accept $70 per share in cash."
Air Products first approached Airgas with a proposed transaction
in October 2009. Air Products
has since repeatedly attempted to negotiate a transaction,
increased its offer price several times, cleared the regulatory
hurdles to completing a transaction in 2010, and obtained the
support of Airgas' shareholders at its 2010 annual meeting.
Airgas has responded with unrealistic price expectations and
repeated delaying tactics, all in support of a "just say no"
strategy.
In connection with increasing the offer to Air Products' best
and final price, and to allow the Delaware Chancery Court time to rule in the
ongoing litigation, the expiration of the tender offer has been
extended to January 14, 2011.
Air Products reserves the right to further amend the
expiration date, including by accelerating it (which may, in
certain circumstances, have the effect of causing a termination of
the offer), based on developments in the Delaware litigation or otherwise, in each case
as permitted by applicable law.
The revised offer and withdrawal rights will expire at 12:00
midnight New York City time on
January 14, 2011. Except for
the price increase, all other terms and conditions of the offer
remain unchanged. The tender offer and withdrawal rights were
previously scheduled to expire on December
17, 2010. As of the close of business on December 8, 2010, approximately 2,175,398 shares
of Airgas common stock had been validly tendered into and not
withdrawn from the offer.
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 2010, Air Products had revenues of
$9 billion, operations in over 40
countries, and 18,300 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 $70 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, January 14,
2011, unless further amended in the manner set forth in the
Schedule TO.
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.
SOURCE Air Products