Airgas, Inc. today announced it has reached a definitive agreement with its National Welders joint venture partners to exchange all preferred shares of National Welders Supply Company for Airgas common stock, which will transition the joint venture into a wholly owned subsidiary of Airgas.
Since 1996, Airgas has owned 100% of the joint venture’s common stock, with a 50% voting interest. The Turner family and other owners of National Welders preferred stock held the balance of the voting interest and received a 5% annual preferred stock dividend.
Under the definitive agreement reached, Airgas will exchange approximately 2.47 million shares of Airgas common stock for all preferred shares. Airgas will recognize a one-time after-tax charge of approximately $3 million in its quarter ended September 30, 2007 as a result of the transaction.
“I am very pleased to welcome National Welders associates to Airgas, even though I feel they have been a part of our family since 1996,” said Airgas Chairman and Chief Executive Officer Peter McCausland. “I want to thank National Welders associates for all the contributions they have made in the past decade and I am sure they will continue to contribute to our success going forward.”
“My father, James A. Turner, was a big supporter of both Peter McCausland and Airgas. He felt that he and Peter shared the philosophy of dedication to both customers and employees,” said Judy Carpenter, chairman of the board and daughter of National Welders’ founder. Mr. Turner also was a co-founder of Werco, Inc., which merged with U.S. Airgas in 1986, giving Airgas, Inc. the scale to go public.
“When he structured the joint venture, his goal was to allow National Welders to remain independent and yet retain the option to become part of Airgas. Since then, National Welders has doubled in sales and Airgas has become the industry leader. Under the leadership of Andy Cichocki, National Welders has retained the family atmosphere that my father was so passionate about. I know my father is looking down now with a great deal of satisfaction.”
As a wholly owned subsidiary of Airgas, Andy Cichocki, president and chief executive officer of National Welders, will report directly to Mike Molinini, executive vice president and chief operating officer of Airgas, Inc. In other respects, National Welders will continue to operate with regional autonomy, very much like other Airgas regional companies do.