A
Message from John McGlade, 7 April 2010
As
many of you return from a long holiday weekend, I want to update you on our
progress in our offer to acquire Airgas. Two months have now passed, in what I
told you from the beginning would likely be a long process.
On
Thursday we extended the expiration date of our tender offer for all outstanding
shares of Airgas to June 4, 2010. The offer was previously set to expire this
week. The purpose of extending our offer is to allow more time for all of the
conditions related to our offer to be satisfied. Such an extension is typical in
this type of transaction. It is also typical and expected that shareholders will
wait to tender their shares until later in the process. With our extension
announcement, Airgas immediately put out a press release discouraging their
shareholders from tendering their shares.
In
the last month, there have been several court rulings related to the
transaction. As an example, you may have seen press articles about Airgas’
attempt to have the law firm representing us in this offer, Cravath, Swaine
& Moore, disqualified based on an alleged conflict of interest. The Delaware
Chancery Court ruled in our favor and refused to disqualify Cravath. We believe
Airgas wasted shareholders’ time and money pursuing this baseless litigation
which was simply a distraction from the actual transaction.
We
remain fully committed to pursuing this extremely compelling transaction. We
have offered Airgas shareholders an all-cash offer of $60.00 per share, a 38
percent premium above their last trading value prior to the offer. It is
unfortunate for their shareholders that Airgas’ Board of Directors will not even
talk to us and continues not to act in their shareholders’ best interest by
denying them the opportunity to receive this very attractive cash
offer.
So
we will continue to be patient, but firm in our resolve to complete this deal,
and we will pursue every option we can to reach the Airgas shareholders with
this premium offer. Our next likely step is to go directly to their shareholders
by nominating directors and submitting shareholder proposals. These would be
voted on by the shareholders at their annual meeting which, according to their
by-laws, should occur before the end of August. These steps are a way for us to
help give Airgas shareholders a voice, as their Board has refused to negotiate
with us.
We
have just completed our second quarter of the fiscal year, and on April 22 we
will release our quarterly earnings. I look forward to speaking with you on May
12 at the Chairman’s Talk. In the meantime, I ask that we continue to stay
focused on doing our work safely and on our goals of a 17% margin and
double-digit earnings per share (EPS) growth. It is the very best way in which
we can show our investors that we are looking after their
interests.
We
will continue to keep you informed as new developments occur. You can look for
these on CorpNews as they happen. For more information regarding this
transaction, I also encourage you to visit www.airproducts.com/airgasoffer.
John
McGlade
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, June 4, 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.