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:
News Release7201
Hamilton Boulevard
Allentown,
PA 18195-1501
Air
Products Issues Statement in Response to Delaware Court Ruling
LEHIGH
VALLEY, Pa. (March 5, 2010) – Air Products (NYSE: APD) today issued the
following statement in response to the Delaware Chancery Court’s decision to
refuse to disqualify Cravath Swaine & Moore from representing Air Products
in relation to its $60.00 per share all cash offer for Airgas
(NYSE:ARG):
“We are
pleased that the
Delaware court has refused to disqualify Cravath from representing
Air Products. From the beginning, this has been a side show to
divert attention from the real issue―the continuing effort by Airgas to block
its shareholders from receiving a 38% all-cash premium and immediate
liquidity for their shares. Airgas has wasted shareholders’ time and
money pursuing baseless litigation and losing arguments before three separate
courts. Rather than acting as responsible fiduciaries and meeting
with us to discuss our offer, the Airgas Board has continued to permit
management to ‘just say no’ to our compelling offer while offering only the
vague promise that Airgas shareholders will receive greater value ‘simply with
the passage of time.’ Air Products remains committed to taking all
necessary steps to complete our $60.00 per share all-cash offer, and we urge
Airgas shareholders to demand the independent directors of Airgas form a Special
Committee, advised by independent advisors, that will objectively evaluate our
offer and uphold their fiduciary duties to Airgas shareholders.”
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
-more-
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;
e-mail: klebeel@airproducts.com.
(Sard Verbinnen & Co)
George Sard/David Reno, tel: (212)
687-8080.
Investor
Inquiries:
(Air
Products)
Nelson
Squires, tel: (610) 481-7461; e-mail: squirenj@airproducts.com.
(MacKenzie Partners)
Larry Dennedy/Charlie Koons, tel: (212)
929-5239; (212) 929-5708.