UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
(Rule 14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. __)
Filed by
the Registrant
o
Filed by
a Party other than the Registrant þ
Check
appropriate box:
|
o
|
Preliminary
Proxy Statement
|
|
o
|
Confidential,
For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|
|
o
|
Definitive
Proxy Statement
|
|
o
|
Definitive
Additional Materials
|
|
þ
|
Soliciting
Material under Rule 14a-12
|
Airgas,
Inc.
(Name of
Registrant as Specified in Its Charter)
Air
Products Distribution, Inc.
Air
Products and Chemicals, Inc.
(Name of
Persons Filing Proxy Statement, if Other than Registrant)
Payment
of filing fee (Check the appropriate box):
þ No
fee required.
o Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
|
(1) Title
of each class of securities to which transaction
applies:
|
|
|
(2) Aggregate
number of securities to which transaction applies:
|
|
|
(3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
|
|
|
(4) Proposed
maximum aggregate value of transaction:
|
|
|
(5) Total
fee paid:
|
o Fee
paid previously with preliminary materials.
o Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
|
(1) Amount
Previously Paid:
|
|
|
(2) Form,
Schedule or Registration Statement No.:
|
|
|
(3) Filing
Party:
|
|
|
(4) Date
Filed:
|
Air
Products Issues Statement in Response to Airgas Rejection
LEHIGH
VALLEY, Pa. (February 22, 2010) – Air Products (NYSE: APD) today issued the
following statement in response to the rejection by the Board of Directors of
Airgas, Inc. (NYSE: ARG) of Air Products’ fully financed tender offer for all
the outstanding common shares of Airgas, Inc. for $60.00 per share all in
cash:
“It is
unfortunate that Airgas has yet again prevented its shareholders from receiving
a 38% all-cash premium and immediate liquidity for their shares. Air
Products’ $60.00 per share all-cash offer not only removes any risk of future
company performance or economic conditions, but would also create more value for
Airgas shareholders than it can achieve on its own. Even assuming
Airgas can deliver on its highly optimistic 2013/2014 financial projections, or
its newly discovered 2012 projections, $60.00 per share in cash today far
exceeds the present value of either of these projections. Now is the
time for Airgas shareholders to be heard and demand the independent directors of
Airgas form a Special Committee advised by independent advisors that will
objectively evaluate our offer. Air Products remains committed to
pursuing our $60.00 cash offer and will take all necessary steps to complete
it.”
Air
Products believes the assertions Airgas made today in its press release and in
the Schedule 14D-9 it
filed with the SEC are misguided, reflect misinformation about Air Products’
intentions and plans for Airgas, and are misleading to Airgas’s
stockholders. Among others:
- Airgas
Claim: The offer grossly undervalues Airgas.
Airgas offers
nothing new -- no new plan or strategy to enhance stockholder value beyond its
existing outlook -- which has been lowered
twice by Airgas over
the past four months. Airgas consistently points the market backward,
not forward, in its public statements. Air Products, on the other
hand, offers
immediate value and
liquidity to Airgas stockholders.
- Airgas
Claim: The offer and its timing are extremely
opportunistic.
An 18% cash
premium over the 52-week high in an uncertain market is hardly
opportunistic. Airgas’ attempts to lay its recent performance at Air
Products’ door should be rejected by its stockholders. The timing for
Airgas stockholders to receive a substantial cash premium that may be redeployed
as stockholders see fit is excellent. The deep recession Airgas
points to is a reason to accept, rather than reject, certain
value.
- Airgas
Claim: The offer is highly uncertain and any payments made to Airgas
stockholders would be considerably deferred… Air Products fails to
commit to make the necessary divestitures…
Air Products does
not have a North American packaged gas business. Air Products has
repeatedly and consistently committed in writing to making the appropriate
divestitures to achieve antitrust clearance -- Airgas’ statement to the contrary
is false. Airgas, not Air Products, offers uncertainty and deferred
value to its stockholders based on promises of future
performance.
- Airgas
Claim: The offer’s extraordinarily broad conditions render it
illusory.
Air Products’
conditions to its tender offer are customary and subject to negotiation with
Airgas -- should Airgas ever choose to sit down in a constructive dialogue with
Air Products. Air Products is committed to closing the tender
offer.
- Airgas
Claim: Air Products has employed highly aggressive
tactics.
Airgas’ rhetoric
regarding tactics rings hollow after they (1) summarily rejected Air Products’
repeated attempts for over five months to seek a friendly, constructive dialogue
with Airgas, (2) commenced litigation against Air Products’ counsel of over 40
years, and (3) charged Air Products’ financial advisor with a conflict when
Airgas retained and continues to employ Air Products’ boardroom advisor of over
a decade, Goldman Sachs. Airgas must offer its stockholders more than
words and lawsuits to achieve greater value than that offered by Air Products’
all-cash, premium offer.
- Airgas
Claim: Air Products’ acquisition of Airgas will likely reduce
value… This is particularly concerning if Air Products again revises
its offer to include stock.
Air Products is
offering an all-cash premium to Airgas’s stockholders, a fact which Airgas seeks
to ignore and confuse. Airgas’ repeated claim that its shares have
outperformed Air Products’ shares is neither accurate nor relevant to Airgas
shareholders’ consideration of a $60.00 per share all-cash offer. Airgas has
refused to sit down and become informed regarding Air Products’ plans for
Airgas. Air Products urges Airgas to come to the table in a
constructive dialogue that would clearly serve its stockholders better than
continued delay.
At $60.00
per share in cash, the Air Products offer provides Airgas shareholders a 38%
premium to Airgas’ closing price of $43.53 on February 4, 2010, the last trading
day prior to public disclosure of the Air Products offer, and is 18% above
Airgas’ previous 52-week high. Air Products has secured committed
financing from J.P. Morgan, and the offer is not conditioned on
financing. As previously stated in writing, Air Products is prepared
to make appropriate divestitures to address regulatory issues in a timely
manner.
The offer
is conditioned on there being validly tendered and not withdrawn at least a
majority of the total number of Airgas shares outstanding on a fully diluted
basis, Airgas’ Board of Directors redeeming or invalidating its “poison pill”
shareholder rights plan, and receipt of regulatory approvals and customary
closing conditions as described in the Offer to Purchase. Air
Products’ Offer to Purchase, Letter of Transmittal and other offering documents
have been filed with the U.S. Securities and Exchange
Commission. Airgas’ stockholders may obtain copies of all of the
offering documents free of charge at the SEC's website (www.sec.gov) or by
directing a request to MacKenzie Partners, Inc., the Information Agent for the
offer, at 212-929-5500 or toll-free at 800-322-2885. Additional
information about the transaction, including the offering documents, is also
available at www.airproducts.com/airgasoffer. The
tender offer will expire at 12:00 midnight New York City time on April 9, 2010,
unless extended in the manner set forth in the Offer to Purchase.
Air
Products’ financial advisor and dealer manager for the tender offer is J. P.
Morgan Securities Inc., 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 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.
ADDITIONAL
INFORMATION
On
February 11, 2010, Air Products Distribution, Inc., 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 $60.00 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, April 9, 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.
In
connection with the proposed transaction, Air Products may file a 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 ABOUT THE PROPOSED
TRANSACTION. 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.
CERTAIN
INFORMATION REGARDING PARTICIPANTS
Air
Products and certain of its respective directors and executive officers 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. 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, will also be included in any proxy statement and
other relevant materials to be filed with the SEC when they become
available.
FORWARD-LOOKING
STATEMENTS
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.
# # #
Media
Inquiries:
(Air
Products)
Betsy
Klebe, tel: (610) 481-4697.
(Sard
Verbinnen & Co)
George
Sard/David Reno, tel: (212) 687-8080.
Investor
Inquiries:
(Air
Products)
Nelson
Squires, tel: (610) 481-7461.
(MacKenzie
Partners)
Larry
Dennedy/Charlie Koons, tel: (212) 929-5239; (212)
929-5708.