Says Airgas Shareholders Have Clear Path to Completing Transaction by Supporting Air Products’ Nominees and By-Law Proposals
September 08, 2010 Lehigh Valley, Pa.
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.
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.
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.
(Sard Verbinnen & Co)
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