Airgas Sends Letter to Air Products
Airgas Board Unanimously Reaffirms that Air Products' $65.50 Per Share Offer is Grossly Inadequate
Airgas Board Reiterates Willingness to Authorize Negotiations if Air Products Indicates Discussions Would Lead to Valuation Meaningfully in Excess of $70 Per Share
RADNOR, PA - October 26, 2010 - Airgas, Inc. (NYSE: ARG) today sent a letter to John McGlade, Chairman, President, and CEO of Air Products & Chemicals, Inc. (NYSE: APD). The full text of that letter follows:
October 26, 2010
Dear Mr. McGlade:
Today, Airgas announced its results for the fiscal quarter ending September 30, 2010. Once again, our results reflected robust earnings growth in excess of 20% on strong organic sales growth, with expanding operating margins and impressive free cash flow. This continued outstanding performance is further support for what we have said all along - we expect that Airgas will deliver excellent value for our stockholders and, therefore, if Airgas were to be acquired, Airgas stockholders should be appropriately compensated.
Each of our ten directors is of the view that the current Air Products offer of $65.50 per share is grossly inadequate. In light of Airgas' strong performance, outstanding prospects, and unique industry position, as well as the enormous financial benefits to Air Products of an acquisition of Airgas, the current offer price is not close to the right price for the sale of the Company.
Our Board is also unanimous in its views regarding negotiations between Air Products and Airgas. To that end, we read with great interest your and your chief financial officer's trial testimony, including the testimony that Air Products is attempting to acquire Airgas for the lowest possible price. In contrast, our obligation is to seek the greatest possible price in the event of a sale of the Company. Each member of our Board believes that the value of Airgas in any sale is meaningfully in excess of $70 per share. We are writing to let you know that our Board is unanimous in its willingness to authorize negotiations with Air Products if Air Products provides us with sufficient reason to believe that those negotiations will lead to a transaction at a price that is consistent with that valuation.
Each of the members of the Board of Directors has authorized me to send this letter.
Very truly yours,
/s/ John van Roden
John van Roden
Chairman of the Board
John P. Clancey
James W. Hovey
Robert L. Lumpkins
Peter McCausland
Ted B. Miller Jr.
Paula A. Sneed
David M. Stout
Lee M. Thomas
Ellen C. Wolf
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
Joele Frank / Dan Katcher / Andrew Siegel
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Investor Contact:
Barry Strzelec
barry.strzelec@airgas.com
(610) 902-6256
