Air Products Signs Consent Decree with FTC Staff for Airgas Acquisition


Extends Tender Offer

LEHIGH VALLEY, Pa., Aug. 16 - Air Products (NYSE: APD) today announced it has reached an agreement with the Staff of the Federal Trade Commission (FTC) on the terms of a Consent Decree in connection with the acquisition of Airgas, Inc. (NYSE:ARG).

The Consent Decree would permit Air Products to acquire Airgas subject to the divestiture of certain assets and would also permit, for a period of time, the closing of the acquisition prior to completion of the divestiture. The assets to be divested relate primarily to Airgas' liquid bulk and on-site supply of atmospheric gases, including production and related assets. Air Products has signed the Consent Decree, which is subject to review and approval by the Commissioners of the FTC.

John E. McGlade, Air Products chairman, president and chief executive officer, said, "Having reached agreement with the FTC on the terms of a Consent Decree, we have now satisfied the principal conditions to completing a transaction with Airgas. There remain no substantive impediments to closing immediately other than the intransigence of the Airgas Board. The next step for Airgas shareholders is to elect our three highly qualified board nominees and approve our other proposals at the 2010 Airgas Annual Meeting scheduled for September 15, 2010."

McGlade continued, "The Airgas Board has refused to discuss our offer and has also failed to promptly put the company up for sale."

Air Products has extended the expiration of its tender offer for all outstanding shares of Airgas for $63.50 per share in cash. The offer and withdrawal rights are now scheduled to expire at 12:00 midnight New York City time on October 29, 2010, unless further extended. The tender offer was previously scheduled to expire on August 13, 2010. Except for the extension of the tender offer expiration date, all other terms and conditions of the offer remain unchanged.

As of midnight on August 13, 2010, 17,895,787 shares of Airgas common stock had been validly tendered into and not withdrawn from the offer by Airgas shareholders, which together with the 1,508,255 shares of Airgas currently owned by Air Products, represents approximately 23.2 percent of Airgas' 83,666,869 shares outstanding as of August 4, 2010.

Airgas' stockholders may obtain copies of all of the offering documents free of charge at the SEC's website (www.sec.gov) or by directing a request to MacKenzie Partners, Inc., the Information Agent for the offer, at 212-929-5500 or toll-free at 800-322-2885. Additional information about the transaction, including the offering documents, is also available at airproducts.com/airgasoffer.

Air Products' financial advisors are J. P. Morgan Securities Inc. and Perella Weinberg Partners, its legal advisors are Cravath, Swaine & Moore LLP and Arnold & Porter, and its information agent is MacKenzie Partners, Inc.

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. ("Purchaser"), 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 $63.50 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, October 29, 2010, unless further extended in the manner set forth in the Offer to Purchase.

Source: Air Products

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