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 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:
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(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):
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(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:
Frequently
Asked Questions
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1.
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Why
does this transaction make sense for both
companies?
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Combining
Air Products’ global leadership in liquid bulk and tonnage gases with Airgas’
leadership in U.S. packaged gases will create the largest industrial gas company
in North America and one of the largest globally – a leader with distinctive
strengths and world-class competencies across all distribution channels and
geographies. We are confident that an Air Products/Airgas combination
would create greater value than Airgas or Air Products could each achieve on its
own.
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2.
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What
are the benefits to Airgas
stockholders?
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Our offer
provides Airgas’ shareholders a substantial premium and immediate liquidity in
an uncertain economic environment, and removes any uncertainty with respect to
future stock performance. We believe it fully values Airgas’
complementary capabilities and long-term growth prospects.
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3.
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Why
are Airgas and Air Products so
complementary?
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While Air
Products has a strong and profitable packaged gas business in Europe and other
key international markets, Air Products does not have a position in the U.S.
packaged gas business where Airgas is the market leader. Bringing
together our complementary skills and strengths will create one of the leading
integrated companies in the industrial gas business, with highly competitive
positions in all modes of supply and in the world’s important
geographies.
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4.
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What
is the premium of your offer?
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Our fully
financed, all-cash offer of $60.00 per share reflects a premium of 38% to
Airgas’ closing price yesterday of $43.53. In addition to a
substantial premium, Airgas shareholders will benefit from immediate liquidity
in an uncertain economic environment through an offer which we believe fully
values Airgas’ complementary capabilities and long-term growth
prospects.
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5.
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Would
the transaction be accretive to Air Products’ earnings? By how
much and when?
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It is
expected to be immediately accretive to Air Products’ earnings per share on both
a cash and GAAP basis, excluding expected one-time costs.
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6.
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How
big are the cost synergies? From what areas do you expect they will
come?
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The
substantial cost synergies are expected to yield savings of $250 million
annually by the end of year two, primarily related to reductions in overhead and
public company costs, supply chain efficiencies, and better utilization of
infrastructure.
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7.
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How
will you finance the deal?
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We have
secured committed financing from J.P. Morgan to complete the offer.
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8.
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What
regulatory approvals do you need?
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We will
need customary regulatory approvals including U.S. antitrust.
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9.
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What
would this combination mean for employees of both
companies?
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This
transaction would create greater opportunities for both Airgas and Air Products
employees through being part of a broader integrated industrial gas company with
greater growth potential.
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10.
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What
would this combination mean for customers of both
companies?
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Customers
would benefit from a more robust product offering from a company with expanded
resources and global scope.
* *
*
ADDITIONAL
INFORMATION
This
communication does not constitute an offer to buy or solicitation of an offer to
sell any securities. No tender offer for the shares of Airgas, Inc.
(“Airgas”) has commenced at this time. In connection with the
proposed transaction, Air Products and Chemicals, Inc. (“Air Products”) may file
tender offer documents with the U.S. Securities and Exchange Commission
(“SEC”). Any definitive tender offer documents 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.
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.