Jul 12 2010
Air Products (NYSE: APD) today announced it has increased its fully financed offer to purchase all of the outstanding shares of Airgas, Inc. (NYSE: ARG) to $63.50 per share in cash, an increase of $3.50 per share over its initial offer of $60.00 per share and a premium of 46% over the closing price of Airgas' shares on February 4, 2010, the day before Air Products announced its proposal to acquire Airgas.
At $63.50 per share, the acquisition is expected to be immediately accretive to Air Products' earnings per share on both a GAAP and cash basis, excluding one-time costs.
John E. McGlade, Air Products chairman, president and chief executive officer, said, "We have had extensive and very productive dialogue with Airgas shareholders over the last several months. With this price increase, and the record date now set, we are convinced we will have widespread support from Airgas shareholders for this transaction and for our Board nominees and proposals. At the same time, we are intensely focused on the interests of Air Products shareholders -- and I want to be very clear to the shareholders of both companies that we will remain disciplined on price."
McGlade continued, "We hope the Airgas Board will take the responsible step for their shareholders and promptly begin negotiations with us. With shareholder support for our increased offer, and continuing positive discussions with the FTC, we believe we can close this mutually beneficial transaction on a timely basis. We urge Airgas shareholders to send a clear and strong message to the Airgas Board by tendering their shares into our offer and voting for our independent Board nominees and proposals at the Annual Meeting."
Airgas' 2010 Annual Meeting remains unscheduled but Airgas has stated in SEC filings that it expects to hold the meeting on or before September 17, 2010, and has set a record date of July 19, 2010 for shareholders to be eligible to vote at the meeting.
Investors who want to vote Airgas shares at the Annual Meeting must recall any shares that may be out on loan by their custodian banks or brokerage firms, and if they want to buy additional shares to vote, they must execute regular-way purchases at least three trading days prior to the July 19 record date to allow for trade settlement by the record date. Trades made on or before July 14 should settle in time to be voted. Air Products encourages Airgas shareholders to take the necessary steps with their custodian banks and brokerage firms to ensure they are eligible to vote at the Annual Meeting. Shareholders should contact MacKenzie Partners, Inc. at the numbers below if they have any questions about voting or tendering procedures.
Air Products previously filed preliminary proxy materials with the Securities and Exchange Commission for its planned solicitation of proxies at the 2010 Airgas Annual Meeting. Air Products intends to solicit proxies from Airgas shareholders to elect three independent nominees to the Airgas Board of Directors and to approve three additional proposals to ensure the Airgas Board will act independently and in the best interest of Airgas shareholders.
The revised offer and withdrawal rights continue to be scheduled to expire at 12:00 midnight New York City time on August 13, 2010, unless extended. Except for the price increase, all other terms and conditions of the offer remain unchanged.