RADNOR, Pa., May 2, 2016 /PRNewswire/ -- Airgas, Inc.
(NYSE: ARG) ("Airgas" or the "Company") announced
today that it has amended the consent solicitation statement dated
April 26, 2016 (the "Consent
Solicitation Statement") relating to its outstanding
$325,000,000 1.650% Notes due 2018
(the "2018 Notes"), $275,000,000 2.375% Notes due 2020 (the "2020
A Notes"), $400,000,000 3.050%
Notes due 2020 (the "2020 B Notes"), $250,000,000 2.900% Notes due 2022 (the "2022
Notes"), $300,000,000 3.650%
Notes due 2024 (the "2024 Notes" and, together with
the 2018 Notes, the 2020 A Notes, the 2020 B Notes and the 2022
Notes, the "Affected Notes" and, together with any other
notes issued from time to time under the Indenture (as defined
below), the "Notes").
As previously announced, on November 17,
2015, Airgas, L'Air Liquide S.A. ("Air Liquide") and
AL Acquisition Corporation ("Merger Sub") signed an
Agreement and Plan of Merger pursuant to which Merger Sub will be
merged with and into Airgas (the "Merger"). The Merger
remains subject to receipt of necessary antitrust approvals and
other customary conditions and is expected to be completed, and the
certificate of merger filed, in the second calendar quarter of
2016.
Pursuant to the Consent Solicitation Statement, the Company is
soliciting the consents of holders of Affected Notes to amend the
indenture dated as of May 27, 2010
between the Company and U.S. Bank National Association, as trustee,
as amended and supplemented from time to time (the
"Indenture"), to modify the reporting covenants with respect
to the Affected Notes so that, following the closing of the Merger,
in the event that (and for so long as) Air Liquide provides an
unconditional guarantee of the Company's payment obligations under
the Indenture and the Notes, Air Liquide will provide its periodic
and current reporting (under applicable French law) in lieu of
the Company's existing periodic and current reporting obligations.
Air Liquide has no obligation to guarantee the Notes, and there can
be no assurance that Air Liquide will do so.
The Indenture amendments proposed by the Company include the
text of the guarantee that Air Liquide would provide in respect of
the Indenture and the Notes should it opt to do so, and such text
currently provides that the guarantee would be released in the
event that a majority equity stake in, or substantially all of the
assets of, the Company is/are sold. Today, the Company is amending
the Consent Solicitation Statement so that the sale of a majority
equity interest in, or substantially all of the assets of, the
Company would not trigger the release of such guarantee. All other
terms and conditions of the consent solicitation (including the
consent fee and the consent solicitation expiration date) remain as
set forth in the Consent Solicitation Statement and the
accompanying consent letter.
The Solicitation Agent in connection with the consent
solicitation is Mitsubishi UFJ Securities (USA), Inc. Questions regarding the consent
solicitation may be directed to Mitsubishi UFJ Securities
(USA), Inc., Attention: Liability
Management Group at (877) 744-4532 (toll free), (212) 405-7481
(collect) or +44 207577-4048/4218. Global Bondholder Services
Corporation is serving as Information Agent and Tabulation Agent in
connection with the consent solicitation. Requests for assistance
in delivering consents or for additional copies of the Consent
Solicitation Statement should be directed to the Information Agent
at (866) 807-2200 (toll free) or (212) 430-3774 (banks and
brokers).
This announcement is not an offer to purchase, a solicitation of
an offer to purchase, or a solicitation of consents with respect to
any securities. The consent solicitation is being made solely by
way of the Consent Solicitation Statement (as amended) and is
subject to the terms and conditions stated therein. Airgas reserves
the right to modify the Consent Solicitation Statement or to
terminate the consent solicitation.
About Airgas Inc.
Airgas, Inc. (NYSE: ARG), through its subsidiaries, is one of
the nation's leading suppliers of industrial, medical and specialty
gases, and hard goods, such as welding equipment and related
products. Airgas is a leading U.S. producer of atmospheric gases
with 16 air separation plants, a leading producer of carbon
dioxide, dry ice, and nitrous oxide, one of the largest U.S.
suppliers of safety products, and a leading U.S. supplier of
refrigerants, ammonia products, and process chemicals.
Approximately 17,000 associates work in more than 1,100 locations,
including branches, retail stores, gas fill plants, specialty gas
labs, production facilities and distribution centers. Airgas also
markets its products and services through e-Business, 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.
Forward-Looking Statements
This press release contains statements that are forward looking,
as that term is defined by the Private Securities Litigation Reform
Act of 1995 or by the Securities and Exchange Commission in its
rules, regulations and releases. Forward-looking statements also
include 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. We
intend that such forward-looking statements be subject to the safe
harbors created thereby. 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 most recent quarterly
earnings, as well as other factors described in the Company's
reports, including its Form 10-K for the year ended March 31, 2015, subsequent Form 10-Qs for the
quarters ended June 30, 2015,
September 30, 2015, and December 31, 2015, and other Forms filed by the
Company with the Securities and Exchange Commission.
ARG-G
Airgas, Inc.
Investor Contact:
Joseph Marczely
610-263-8277
joseph.marczely@airgas.com
or
Media Contact:
Sarah Boxler
610-263-8260
sarah.boxler@airgas.com
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SOURCE Airgas, Inc.