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Airgas,
Inc.
(Name of
Registrant as Specified in Its Charter)
Air
Products Distribution, Inc.
Air
Products and Chemicals, Inc.
(Name of
Persons Filing Proxy Statement, if Other than Registrant)
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On March
11, 2010, Air Products and Chemicals, Inc. sent a letter to Mr. Lee M. Thomas,
an independent director of Airgas, Inc. and the Chair of the Governance and
Compensation Committee of the Airgas, Inc. Board of Directors. The
full text of the letter is set forth below.
Mr. Lee
M. Thomas
Chair,
Governance and Compensation Committee
Board of
Directors
Airgas,
Inc.
259 North
Radnor-Chester Road, Suite 100
Radnor,
PA 19087-5283
Dear Mr.
Thomas:
We
continue to believe that it is in the best interests of Airgas, Inc.'s
shareholders for Air Products and Airgas to meet to discuss the merits of our
outstanding offer to acquire Airgas's common stock for $60.00 per share in
cash. While you have repeatedly declined our invitations to meet, we
believe a frank, private exchange of views is far superior to the expense and
delay inherent in the current public process around our offer. We
hope that you will reconsider your position regarding our invitation to
meet.
If you do
not agree with us that a meeting would advance the interests of your
shareholders, we request that you act now to establish a process that will
permit your shareholders to consider our offer in a manner that is consistent
with their rights and with your and our respective obligations of good corporate
governance.
Fundamentally,
shareholders are entitled to know when they will be permitted to vote for
directors who support or oppose our offer. Shareholders are also
entitled to know that their votes will have meaning. Accordingly,
Airgas's Board of Directors should agree to hold the 2010 annual shareholder
meeting no later than August 18, 2010 (the one year anniversary of the 2009
annual shareholder meeting). The Board should also agree that if a
director is nominated by the Board, but not elected by shareholders at the 2010
annual meeting, the Board will not reappoint that former director to the Board
for at least three years, when the relevant class is next up for
election.
We think
it would benefit the shareholders of both companies to address these issues up
front by agreement rather than through the expensive and distracting process of
seeking resolution in the Delaware courts. We are confident that a
fair shareholder process is of paramount importance to you. We look
forward to your agreement and request the courtesy of a reply by March 18,
2010.
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Very
truly yours, |
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/s/
John E. McGlade
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cc: Airgas,
Inc. Board of Directors