Nation's Two Leading Proxy Advisory Firms Recommend That Airgas Stockholders Vote against Air Products' January Meeting Proposal
Airgas Board Urges Stockholders to Vote "FOR" Airgas' Three Experienced and Highly Qualified Directors and "AGAINST" Air Products' By-Law Amendment Proposals
RADNOR, PA - September 9, 2010 - Airgas, Inc. (NYSE: ARG) today announced that two leading proxy advisory firms, Institutional Shareholder Services ("ISS") and Glass Lewis & Co., recommend that Airgas stockholders vote "AGAINST" Air Products' proposal to amend the Company's By-Laws to require a January 2011 meeting of stockholders. In addition, Glass Lewis & Co. has recommended that stockholders vote "FOR" the election of Airgas' highly qualified director nominees and "AGAINST" Air Products' other By-Law Amendment proposals. Stockholders of record as of the close of business on July 19, 2010, are entitled to vote at the Airgas Annual Meeting of Stockholders, which is scheduled for September 15, 2010.
With regard to Air Products' proposal to require a January 2011 meeting of stockholders, ISS states in its September 8, 2010 report, "As the current bid remains below a fair and full price, we do not recommend shareholders support the [Air Products January Meeting] proposal."*
ISS also advises Airgas stockholders to "Vote AGAINST this proposal because: Pulling the next annual meeting ahead by 9 months would significantly impair the defensive value of the classified board, limiting the board's ability to negotiate the highest offer for shareholders."*
In addition, ISS states that the Air Products January Meeting proposal "cedes significant control of the negotiation process to the bidder."*
In its September 7, 2010, report, Glass Lewis stated:
Airgas shareholders should support the incumbent directors on the basis of their solid track record of shareholder value creation and the rigorous analysis of the industry recovery and the Company's future prospects. We do note that Airgas appears willing to talk with Air Products as long as it comes to the table with an [sic] reasonable consideration.*
"We are pleased that both ISS and Glass Lewis recommend that stockholders vote AGAINST Air Products' proposal to amend the Company's By-Laws to require a January 2011 meeting of stockholders," said Peter McCausland, Chairman and Chief Executive Officer of Airgas. "We also appreciate Glass Lewis' recommendation that stockholders vote FOR the re-election of all three of Airgas' directors and AGAINST Air Products' other By-Law Amendment proposals."
Airgas respectfully disagrees with ISS regarding its recommendation on the re-election of Airgas' highly qualified director nominees. Airgas' Board of Directors has overseen considerable and consistent stockholder value creation and is convinced that its track record of industry- and market-leading performance clearly demonstrates that Airgas is committed to acting in the best interests of all its stockholders. The Airgas Board remains unanimous in its belief that $65.50 per share is grossly inadequate and that the Air Products' nominees were chosen for one purpose: to facilitate an Air Products takeover of Airgas at a low-ball price.
McCausland concluded, "We have made a binding commitment to call a Special Meeting of Stockholders on June 21, 2011, if Air Products' January Meeting Proposal does not receive support from a majority of the votes represented and entitled to vote at the September 2010 Annual Meeting. This Special Meeting would provide Airgas stockholders the ability to determine control of the Board by June."
The Airgas Board continues to recommend that Airgas stockholders vote "FOR" the election of Airgas' highly qualified director nominees - W. Thacher Brown, Richard C. Ill and Peter McCausland - and reject the Air Products nominees.
Airgas stockholders are reminded that they have the opportunity to protect their investment, even if they will not be attending the Annual Meeting, by promptly voting the WHITE proxy card. Airgas urges stockholders to vote by telephone, by Internet, or by signing, dating and returning the WHITE proxy card today. Airgas urges stockholders to discard all Gold proxy cards sent by Air Products.
Any Airgas stockholders who have questions or require assistance voting their shares should contact Innisfree M&A Incorporated, which is assisting Airgas in this matter, toll-free at (877) 687-1875.
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.
*Permission to use quotation was neither sought nor obtained.
Media Contact:
Jay Worley
jay.worley@airgas.com
(610) 902-6206
Joele Frank / Dan Katcher / James Golden
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Investor Contact:
Barry Strzelec
barry.strzelec@airgas.com
(610) 902-6256
Airgas, Inc.
259 North Radnor-Chester Road Suite 100,
Radnor, PA 19087-5283
