Airgas Announces Preliminary Results of Annual Meeting of Stockholders
RADNOR, PA - September 15, 2010 - Airgas Inc. (NYSE: ARG) today announced that, based on a preliminary vote count provided by its proxy solicitor following the Annual Meeting of Stockholders, it appears that stockholders have elected Air Products' three nominees to the Airgas Board of Directors. Additionally, Airgas also announced that more than a majority of the shares represented and voted at the meeting but less than 67% of the outstanding shares appear to have voted in favor of Air Products' by-law amendment proposals.
The Company issued the following statement:
While we are disappointed with the outcome of today's vote regarding the election of Directors, we appreciate the consideration and support of our stockholders. Peter McCausland, W. Thacher Brown, and Richard C. Ill have overseen tremendous value creation for the Company, and we sincerely thank them for their many contributions and years of dedicated service as members of the Airgas Board of Directors.
The Airgas Board continues to believe that Air Products' revised offer grossly undervalues Airgas and does not adequately compensate Airgas stockholders for the Company's inherent value, excellent prospects and impressive economic performance since Air Products first announced its offer. Airgas' record of accomplishments, and our record of emerging strongly from prior recessions, support our belief in the achievability of our growth prospects. Airgas' ongoing SAP implementation, the costs of which were effectively paid for by Airgas stockholders and have been included in our earnings goal of at least $4.20 per share in calendar 2012, also creates significant stockholder value.
Airgas continues to believe that Air Products' by-law proposal to require a Meeting of Stockholders be held on January 18, 2011 - only four months after the 2010 Annual Stockholder Meeting - and that all future annual meetings of stockholders be held in January is invalid under both Delaware law and Airgas' Certificate of Incorporation. We also believe that the proposal has not been approved because it received the affirmative vote of less than 67% of the shares entitled to vote generally in the election of directors. As previously announced, Airgas intends to seek an expedited judicial determination on the validity of this by-law.
Airgas also believes that the Air Products by-law proposal to prohibit certain individuals from serving as directors or as chairman of the board has not been approved because the proposal received the affirmative vote of less than 67% of the shares entitled to vote generally in the election of directors. We also believe that this proposal is invalid under Delaware law and Airgas' certificate of incorporation and by-laws. Nonetheless, it is the Airgas Board of Directors' intention that any effort to reappoint Mr. McCausland to the Board of Directors be done in accordance with the procedure set forth in the proposed by-law amendment. Airgas reserves all rights to challenge the validity of such by-law amendment as well as the vote required for adoption.
Following tabulation and certification by IVS Associates, Inc., the independent Inspector of Elections, the final results of the election will be announced.
BofA Merrill Lynch and Goldman, Sachs & Co. are serving as financial advisors, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Airgas and its Board of Directors.
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 approximately 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.
Media Contact:
Jay Worley
jay.worley@airgas.com
(610) 902-6206
