Airgas Confirms Receipt of Unsolicited Proposal from Air Products
Stockholders Advised to Take No Action Pending Review by Airgas' Board of Directors
RADNOR, PA - February 5, 2010 -- Airgas, Inc. (NYSE: ARG) today confirmed that it has received an unsolicited proposal from Air Products & Chemicals, Inc. (NYSE: APD) ("Air Products") to acquire the company for $60.00 per share.
Airgas' Board of Directors will review the proposal with its financial and legal advisors. Airgas shareholders are advised to take no action at this time.
The Company noted that in December 2009 Airgas received a cash and stock proposal from Air Products with an implied value of $62 per share, and that in October 2009 Airgas received an all-stock proposal from Air Products with an implied value of $60 per share. Airgas' Board of Directors, after consultation with its financial and legal advisors, unanimously determined that Air Products' proposals were not in the best interests of Airgas or its shareholders, as they grossly undervalued Airgas. In responding to the proposal received in December, the Board also noted that a significant portion of the consideration was in the form of Air Products stock, which has historically underperformed Airgas stock. The Airgas Board informed Air Products of its determination, sending the following letter on January 4, 2010 to John McGlade, Air Products' Chairman, President and Chief Executive Officer:
January 4, 2010
Mr. John E. McGlade
Chairman, President, and CEO
Air Products and Chemicals, Inc.
7201 Hamilton Boulevard
Allentown, PA 18195
Dear John:
Our Board of Directors met and thoroughly considered the proposal set forth in your December 17 letter. It is their unanimous view that the Air Products proposal grossly undervalues Airgas. Therefore, the Board is not interested in pursuing your company's proposal and continues to believe that there is no reason to meet.
Airgas' management has consistently created long-term shareholder value, as measured by stock price appreciation and total shareholder returns (stock price appreciation plus dividends).
o In every cumulative annual period since 2000, measured from the first of each calendar year to Dec 31, 2009, Airgas' stock price has consistently outperformed Air Products' with the exception of 2009.
o Airgas' stock price appreciated 80% over the last five years and 415% over the last ten years, compared to just 40% and 145% for Air Products' shares over the same periods.
o Airgas has achieved total cumulative shareholder returns of 22%, 89%, and 434% over the last three, five and ten years respectively, versus Air Products' 23%, 56% and 197%. From the time of its initial public offering in December 1986, Airgas' total shareholder return has exceeded 4,400% as compared to approximately 1,300% for Air Products over the same period.
Airgas' entrepreneurial culture and customer-centric business model produced operating performance superior to that of Air Products through the last cycle, in expanding and contracting economic conditions. From CY2001 through CY2008, Airgas generated a 24% compound annual growth rate in operating income from continuing operations, compared to Air Products' 8%.
Airgas' associates, with the support of our Board of Directors and shareholders, have built the most valuable independent industrial gas company in the world. We have an outstanding performance record, and strong prospects for organic and acquisition growth in the coming years. Air Products' unsolicited approach is simply an opportunistic attempt to buy Airgas at a bargain price, exploiting a brief anomaly in the historic comparative equity market performance of our two companies, just as the economy begins its recovery. Recent performance alone is not indicative of what our respective companies are capable of achieving. Under the terms of Air Products' proposal, our shareholders would sacrifice real value and opportunity, and exchange a dynamic growth stock for one that has significantly underperformed Airgas stock over an extended period of time.
While we agree that the benefits of a letter writing campaign between our two companies have been exhausted, we strongly disagree with many of the assertions in your December 17th letter. In particular, we believe that a combination of our two companies could destroy rather than create value; that you underestimate the seriousness of your advisors' conflicts; and that your characterization of my one conversation with you is inaccurate and misleading.
Air Products' proposal grossly undervalues Airgas and its prospects for continued growth and shareholder value creation. Accordingly, our Board of Directors is not interested in pursuing your company's proposal.
Sincerely yours,
/s/ Peter McCausland
Chairman and CEO
BofA Merrill Lynch and Goldman, Sachs & Co. are serving as financial advisors, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Airgas.
About Airgas, Inc.
Airgas, Inc. (NYSE: ARG), through its subsidiaries, is the largest U.S. distributor of industrial, medical, and specialty gases, and hardgoods, such as welding equipment and supplies. Airgas is also one of the largest U.S. distributors of safety products, the largest U.S. producer of nitrous oxide and dry ice, the largest liquid carbon dioxide producer in the Southeast, and a leading distributor of process chemicals, refrigerants, and ammonia products. More than 14,000 employees work in over 1,100 locations, including branches, retail stores, gas fill plants, specialty gas labs, production facilities and distribution centers. Airgas also distributes its products and services through eBusiness, catalog and telesales channels. Its national scale and strong local presence offer a competitive edge to its diversified customer base. For more information, please visit www.airgas.com.
Airgas, Inc.
259 North Radnor-Chester Road Suite 100,
Radnor, PA 19087-5283
Media Contact:
Jay Worley
(610) 902-6206
jay.worley@airgas.com
Joele Frank / Dan Katcher / Andrew Siegel
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Investor Contact:
Barry Strzelec
(610) 902-6256
barry.strzelec@airgas.com
