UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
(Rule 14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
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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)
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of filing fee (Check the appropriate box):
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fee required.
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computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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securities to which transaction applies:
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to which transaction applies:
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CorpNEWS
2/12/10
A
Message from John McGlade: Further Information about Airgas Offer
I want to
update you on an important next step we have taken as part of our effort to
acquire Airgas and mention again a few points from last week’s
meeting.
Thursday
morning we officially launched a “tender offer” for all outstanding shares of
Airgas. In short, a tender offer is a formal offer by us to purchase all
Airgas shares directly from Airgas shareholders at a specific price, in this
case $60.00 per share in cash. While there are several important conditions
that must be satisfied before we can actually buy these shares, the commencement
of our tender offer is a significant step forward in completing this
transaction. For more detail on the tender offer, a copy of the press
release we issued Thursday morning can be found online. The complete tender
offer documents have also been filed with the SEC.
Our
action to initiate a tender offer follows yet another rejection of our offer
from Airgas’ Board of Directors on Tuesday evening. In our press release
Thursday, we said it is unfortunate that the Airgas Board continues to say no to
our all-cash offer of $60.00 per share. By denying their shareholders the
opportunity to receive a 38 percent premium and immediate liquidity, we
were left no alternative but to take the offer directly to Airgas
shareholders.
As we
said when we announced our offer for Airgas last week, we continue to believe
that this is an exciting and extremely compelling transaction with undeniable
strategic and industrial logic that would bring together two highly
complementary organizations that would create significant value and provide
excellent opportunities for the employees and customers of both companies. While
our preference remains to negotiate an agreement with the Airgas Board, we are
committed to pursuing our offer and will take all necessary steps, such as
announced Thursday, to complete this transaction.
As I am
sure you are aware this announcement has impacted the share price of both
companies. As we discussed in last week’s talk, this short-term reaction is
not unusual, and we are continuing to work hard to ensure both Air Products’ and
Airgas’ shareholders understand the significant benefits this opportunity
represents.
I also
want to reiterate something that is very important. Because of the extensive
regulations and rules governing such a transaction, we will provide very
specific instructions regarding discussions about this, so please be attentive
to these. You must not speculate about this transaction, especially with
customers, suppliers or people outside the company. Please understand we
can make no assurances as to the path forward with this transaction; as
previously mentioned, this is likely to be a long process. Therefore, we
must continue to stay focused on our goals. I understand that many of you will
want to help, and we will ask for that help when and as we need it.
In the
meantime, I really need everyone’s focus to remain sharp. The best thing
for all of us to do now is individually and collectively keep our attention on
our goals of margin improvement and our drive to lower costs. We must stay
close to our customers and actively work together to meet and exceed their
expectations. This is still a tough economy and we need everyone pulling
together to succeed.
It is
important that you hear about new developments from us, therefore I will try to
communicate as much as I can. I also encourage you if you have not already
to watch last Friday’s WebCast
On Demand. For information and developments regarding this transaction,
I’d also encourage you to visit
www.airproducts.com/airgasoffer.
In the
meantime, please continue to stay focused on achieving our goals, serving our
customers and working safely – it is business as usual at Air
Products.
John
McGlade
Chairman,
President, and CEO
* *
*
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.