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[February 2010]
Air Products Commences Tender Offer to Acquire All Outstanding Shares of Airgas
Air Products (Lehigh Valley, PA, USA) has commenced a fully financed tender offer for all outstanding common shares of Airgas Inc for US$60.00 per share all in cash. The offer and withdrawal rights will expire at 12am New York City time on 9 April 2010, unless extended.
Air Products stated: “It is unfortunate that the Airgas Board continues to just say no to Air Products’ $60.00 per share all-cash offer, denying Airgas shareholders the opportunity to receive a substantial premium and immediate liquidity for their shares while removing any risk of future company performance or economic conditions. This continuing refusal to discuss our compelling all-cash premium offer has left us with no alternative but to take the offer directly to Airgas shareholders.
“We respect Peter McCausland and greatly admire the Company he founded and matured, but we fundamentally disagree with him on achievable standalone value and do not believe his approach is in the best interests of the owners of the other approximately 90% of Airgas shares. We urge the independent directors of Airgas to form a Special Committee that will objectively evaluate our offer and sit down with us to discuss it.
“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. What is relevant is whether Airgas can create more value on a standalone basis. Airgas contends its recent share price is an anomaly and shareholders will receive value greater than $60.00 per share ‘simply with the passage of time’ – but this is hardly reassuring given that Airgas has provided no new information on its prospects and has just missed its quarterly earnings and lowered financial guidance for fiscal 2010. Even if shareholders believe Airgas can achieve its highly optimistic projections for fiscal 2013/2014, they are clearly better off with the certainty of cash at a 38% premium in the near term.
“While we continue to seek a negotiated agreement, we are committed to pursuing our $60.00 cash offer and will take all necessary steps to complete it. We urge Airgas shareholders to send a clear message to their Board that they want a negotiated transaction without further delay.”
www.airproducts.com/airgasoffer
ENDS