UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
(Rule 14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. __)
Filed by
the Registrant
o
Filed by
a Party other than the Registrant þ
Check
appropriate box:
o Preliminary
Proxy Statement
o Confidential,
For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
o Definitive
Proxy Statement
o Definitive
Additional Materials
þ Soliciting
Material under Rule 14a-12
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)
Payment
of filing fee (Check the appropriate box):
þ No
fee required.
o Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title
of each class of securities to which transaction applies:
(2) Aggregate
number of securities to which transaction applies:
(3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed
maximum aggregate value of transaction:
(5) Total
fee paid:
o Fee
paid previously with preliminary materials.
o Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
(1) Amount
Previously Paid:
(2) Form,
Schedule or Registration Statement No.:
(3) Filing
Party:
(4) Date
Filed:
News
Release7201
Hamilton Boulevard
Allentown,
PA 18195-1501
Air
Products Extends Tender Offer to Acquire Airgas
LEHIGH
VALLEY, Pa. (April 1, 2010) – Air Products (NYSE: APD) today announced that it
has extended the expiration date of its tender offer for all outstanding common
shares of Airgas, Inc. (NYSE: ARG) for $60.00 per share all in
cash. The offer and withdrawal rights are now scheduled to expire at
12:00 midnight New York City time on June 4, 2010, unless
extended. The tender offer was previously scheduled to expire at
12:00 midnight New York City time on April 9, 2010.
Except
for the extension of the tender offer expiration date, all other terms and
conditions of the offer remain unchanged. As of the close of business
on Thursday, April 1, 2010, approximately 12,291
shares of Airgas common stock had been tendered into and not withdrawn from the
offer.
Airgas’
stockholders may obtain copies of all of the offering documents free of charge at the SEC’s website (www.sec.gov) or by directing a request to MacKenzie
Partners, Inc., the Information Agent for the
offer, at 212-929-5500 or toll-free at 800-322-2885. Additional information about the transaction, including
the offering documents, is also available at www.airproducts.com/airgasoffer.
Air Products’ financial advisor and dealer manager for
the tender offer is J. P. Morgan Securities Inc., its legal advisors are
Cravath, Swaine & Moore LLP and Arnold & Porter, and its information
agent is MacKenzie Partners, Inc.
Air
Products (NYSE:APD) serves customers in industrial, energy, technology and
healthcare markets worldwide with a unique portfolio of atmospheric gases,
process and specialty gases, performance materials, and equipment and
services. Founded in 1940, Air Products has built leading positions
in key growth markets such as semiconductor materials, refinery hydrogen, home
healthcare services, natural gas liquefaction, and advanced coatings and
adhesives. The company is recognized for its innovative culture,
operational excellence and commitment to safety and the
environment. In fiscal 2009, Air Products had revenues of $8.3
billion, operations in over 40 countries, and 18,900 employees around the
globe. For more information, visit: www.airproducts.com.
ADDITIONAL
INFORMATION
On
February 11, 2010, Air Products Distribution, Inc., a wholly owned subsidiary of
Air Products and Chemicals, Inc. ("Air Products"), commenced a cash tender offer
for all the outstanding shares of common stock of Airgas, Inc. (“Airgas”) not already
owned by Air Products, subject to the terms and conditions set forth in the
Offer to Purchase dated as of February 11, 2010 (the “Offer to Purchase”).
The purchase price to be paid upon the successful closing of the cash
tender offer is $60.00 per share in cash, without interest and less any required
withholding tax, subject to the terms and conditions set forth in the Offer to
Purchase, as amended. The offer is scheduled to expire at midnight, New York
City time, on Friday, June 4, 2010, unless further extended in the manner set
forth in the Offer to Purchase.
This
communication does not constitute an offer to buy or solicitation of an offer to
sell any securities. The tender offer is being made pursuant to a tender offer
statement on Schedule TO (including the Offer to Purchase, a related letter of
transmittal and other offer materials) filed by Air Products with the U.S.
Securities and Exchange Commission (“SEC”) on
February 11, 2010. INVESTORS
AND SECURITY HOLDERS OF AIRGAS ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors
and security holders can obtain free copies of these documents and other
documents filed with the SEC by Air Products through the web site maintained by
the SEC at http://www.sec.gov. The
Offer to Purchase and related materials may also be obtained for free by
contacting the Information Agent for the tender offer, MacKenzie Partners, Inc.,
at 212-929-5500 or toll-free at 800-322-2885.
- more -
In
connection with the proposed transaction, Air Products may file a proxy
statement with the SEC. Any definitive proxy statement will be mailed to
stockholders of Airgas. INVESTORS
AND SECURITY HOLDERS OF AIRGAS ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors
and security holders will be able to obtain free copies of these documents (if
and when available) and other documents filed with the SEC by Air Products
through the web site maintained by the SEC at http://www.sec.gov.
CERTAIN
INFORMATION REGARDING PARTICIPANTS
Air
Products and certain of its respective directors and executive officers may be
deemed to be participants in the proposed transaction under the rules of the
SEC. Security holders may obtain information regarding the names, affiliations
and interests of Air Products’ directors and executive officers in Air Products’
Annual Report on Form 10-K for the year ended September 30, 2009, which was
filed with the SEC on November 25, 2009, and its proxy statement for the 2010
Annual Meeting, which was filed with the SEC on December 10, 2009. These
documents can be obtained free of charge from the sources indicated above.
Additional information regarding the interests of these participants in the
proxy solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, will also be included in any proxy statement and
other relevant materials to be filed with the SEC when they become
available.
FORWARD-LOOKING
STATEMENTS
All
statements included or incorporated by reference in this communication other
than statements or characterizations of historical fact, are forward-looking
statements. These forward-looking statements are based on our current
expectations, estimates and projections about our business and industry,
management’s beliefs, and certain assumptions made by us, all of which are
subject to change. Forward-looking statements can often be identified by words
such as “anticipates”, “expects”, “intends”, “plans”, “predicts”, “believes”,
“seeks”, “estimates”, “may”, “will”, “should”, “would”, “could”, “potential”,
“continue”, “ongoing”, similar expressions, and variations or negatives of these
words. These forward-looking statements are not guarantees of future results and
are subject to risks, uncertainties and assumptions that could cause our actual
results to differ materially and adversely from those expressed in any
forward-looking statement. Important risk factors that could contribute to such
differences or otherwise affect our business, results of operations and
financial condition include the possibility that Air Products will not pursue a
transaction with Airgas and the risk factors discussed in our Annual Report on
Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on
Form 8-K, and other SEC filings. The forward-looking statements in this release
speak only as of the date of this filing. We undertake no obligation to revise
or update publicly any forward-looking statement, except as required by
law.
# #
#
Media
Inquiries:
(Air Products)
Betsy
Klebe, tel: (610) 481-4697; e-mail: klebeel@airproducts.com.
(Sard Verbinnen & Co)
George Sard/David Reno, tel: (212)
687-8080.
Investor
Inquiries:
(Air
Products)
Nelson
Squires, tel: (610) 481-7461; e-mail: squirenj@airproducts.com.
(MacKenzie Partners)
Larry Dennedy/Charlie Koons, tel: (212)
929-5239; (212) 929-5708.