Stockholders Advised to Take No Action Pending Review
RADNOR, PA - December 9, 2010 - Airgas, Inc. (NYSE: ARG) today
noted that Air Products &
Chemicals, Inc. (NYSE: APD) ("Air Products") has announced a
revised tender offer to acquire all
outstanding common shares of Airgas at a price of $70.00 per
share in cash.
Consistent with its fiduciary duties and as required by
applicable law, the Airgas Board of Directors
will review the revised tender offer to determine the course of
action that it believes is in the best
interests of the Company and its stockholders. Airgas
stockholders are advised to take no action at
this time pending the review of the revised offer by the Airgas
Board of Directors.
Bank of America 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.
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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.