UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
TO
(Rule 14d-100)
TENDER
OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. )
Airgas,
Inc.
(Name of
Subject Company (Issuer))
Air
Products and Chemicals, Inc.
(Name of
Filing Persons (Offerors))
Common
Stock, par value $0.01 per share
(Title
of Class of Securities)
009363102
(CUSIP
Number of Class of Securities)
John
D. Stanley, Esq.
Senior
Vice President and General Counsel
Air
Products and Chemicals, Inc.
7201
Hamilton Boulevard
Allentown,
PA 18195-1501
(610)
481-4911
(Name,
Address and Telephone Numbers of Person Authorized to Receive
Notices
and Communications on Behalf of Filing Persons)
Copies
to:
James
C. Woolery, Esq.
Cravath,
Swaine & Moore LLP
Worldwide
Plaza
825
Eighth Avenue
New
York, NY 10019-7475
(212)
474-1000
CALCULATION
OF FILING FEE
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Transaction
Valuation
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Amount
of Filing Fee
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Not
applicable
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Not
applicable
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o Check the box if
any part of the fee is offset as provided by Rule 0-11 (a) (2) and
identify the filing with which the offsetting fee was previously paid. Identify
the previous filing
by
registration statement number, or the Form or Schedule and the date of its
filing.
|
Amount
Previously Paid: None
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|
Filing
Party: Not
applicable
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Form
or Registration No.: Not
applicable
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Date
Filed: Not
applicable
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þ Check
the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer.
Check the
appropriate boxes below to designate any transactions to which the statement
relates:
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þ
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third-party
tender offer subject to Rule 14d-1.
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o
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issuer
tender offer subject to Rule 13e-4.
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o
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going-private
transaction subject to Rule 13e-3.
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o
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amendment
to Schedule 13D under
Rule 13d-2.
|
Check the
following box if the filing is a final amendment reporting the results of the
tender offer: o
If
applicable, check the appropriate box(es) below to designate the appropriate
rule provision(s) relied upon:
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o
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Rule 13e-4(i)
(Cross-Border Issuer Tender Offer)
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o
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Rule 14d-1(d)
(Cross-Border Third-Party Tender
Offer)
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CorpNews
Bulletin/EMAIL Blast
A Message
from John McGlade:
As you
have likely heard by now, Air Products has made an offer to acquire Airgas for
$60.00 per share in cash, or a total of approximately $7.0 billion in equity and
debt. A copy of the press release we issued this morning can be found
here: http://www.airproducts.com/PressRoom/CompanyNews/Archived/2010/05Feb2010.htm
Since the
news has just become public, I wanted you to hear directly from me about why we
are doing this and why now. This is an extremely compelling
transaction with undeniable strategic and industrial logic that would bring
together two highly complementary organizations, create more value than Airgas
or Air Products could each achieve on its own, and provide excellent
opportunities for the employees and customers of both. This premium
offer for Airgas reflects its complementary capabilities, talented employees and
attractive long-term prospects.
As many
of you know, this is a business we are very familiar with. We sold
our U.S. packaged gas assets to Airgas in 2002, when that business had limited
breadth and scope, in order to focus our resources on other growth areas where
we could increase shareholder returns – which we have successfully
done. We also maintained a strong and profitable packaged gas
business in Europe and other key international markets including India, Mexico,
China and Southeast Asia, and Brazil. Since 2002, Airgas has done a
tremendous job building out their U.S. packaged gas business, primarily through
acquisitions. As we look to the future, we see packaged gases as one
of the growth areas for Air Products, both within North America and
internationally. As a result, we believe it now makes sense to join
together to create an even stronger company able to compete more effectively on
the global stage.
The
combination would join Air Products’ strong liquid bulk plant network,
significant international packaged gas business, and extensive tonnage gas
business with Airgas’ leading position in U.S. packaged gases and recognized
sales force and distribution expertise. Together we would become the
largest industrial gas company in North America and one of the largest globally
– a leader with distinctive strengths and world-class competencies across all
distribution channels and geographies. This transaction offers
significant benefits for both Air Products and Airgas employees who will be part
of a broader integrated industrial gas company with greater growth
potential. For customers, as a combined company with expanded
resources and global scope, we would be well positioned to provide an even more
robust product offering.
Let me be
very clear: this is only the first step in what may prove to be an extended
process, and we can make no assurances about when or if this transaction will be
completed. It’s important that you don’t speculate about this
transaction, especially with customers, suppliers and people outside the
company. I am sure that many of you will want to help, and we will
ask for that help as appropriate. In the meantime, the best thing for
everyone to do now is to individually and collectively stay focused on our goals
of margin improvement and increased returns through our drive to lower
costs. We must stay close to our customers and actively work together
to meet and exceed their expectations, maintaining our commitment to
excellence. Most importantly, be safe – don’t get
distracted.
I also
want to remind you of our policy not to speak with members of the media or the
investment community unless authorized to do so. Should you be
contacted by any third party, please refer them to Betsy Klebe in Corporate
Communications at (610) 481-4697 or Nelson Squires in Investor Relations at
(610) 481-7461.
For more
information on this exciting news, I invite you to:
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●
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Listen
to the webcast we will be hosting this morning with the investment
community at 8:30 a.m. ET at http://www.airproducts.com/Invest/financialnews/feb5news.htm
(please click on the orange Webcast
button).
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●
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Attend
the employee meeting/webcast I will be hosting at 10:00 a.m. ET in
Trexlertown in our Admin 3 cafeteria. Access the webcast at [link] (click
on the Webcast live button). Dial-in numbers: 1-XXX-XXX-XXXX
(domestic); 1-XXX-XXX-XXXX (international); passcode:
XXXXXX.
|
For more
information on this transaction, you can also visit
www.airproducts.com/airgasoffer.
Thank you
for your continued hard work and dedication.
Sincerely,
John
McGlade
Chairman,
President and CEO
* *
*
ADDITIONAL
INFORMATION
This
communication does not constitute an offer to buy or solicitation of an offer to
sell any securities. No tender offer for the shares of Airgas, Inc.
(“Airgas”) has commenced at this time. In connection with the
proposed transaction, Air Products and Chemicals, Inc. (“Air Products”) may file
tender offer documents with the U.S. Securities and Exchange Commission
(“SEC”). Any definitive tender offer documents 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.
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.