AND EXCHANGE COMMISSION
REQUIRED IN PROXY STATEMENT
Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. __)
a Party other than the Registrant þ
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Products Distribution, Inc.
Products and Chemicals, Inc.
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Message from John McGlade: Update on the Airgas Offer
now been a month since we made our $60.00 per share cash offer for Airgas. In
that time Airgas’ Board of Directors rejected our offer, and we began a fully
financed tender offer directly to their shareholders for all Airgas shares on
February 11. In response to this, Airgas recommended on February 22 that its
shareholders reject our offer. We immediately responded and countered what we
believed to be misleading claims in their response. When we announced this
offer, I told you it would be a long process, and this is just an example of the
time involved in such an offer.
had feedback that the process is confusing and would like to explain a few of
these terms and actions. But first, I want to be very clear about our intention.
We are committed to pursuing this offer and will take all the necessary steps to
complete the transaction. We believe it is a compelling transaction and a good
strategic fit for both companies. Unfortunately for Airgas shareholders, their
Board has continued to deny them the opportunity to receive this premium cash
consistent comment I have heard is that “‘hostile takeover’ and Air Products
just don’t seem to go together.” The reason our offer has been
termed a “hostile takeover‘ has nothing to do with the actions we have
taken. The term ’hostile takeover‘ means simply that a company’s
Board of Directors has rejected the offer and will not present it to its
shareholders. This is in contrast to a ’friendly takeover‘ where the
company’s Board recommends that its shareholders approve the
offer. In other words, the reason our offer has been called ’hostile‘
is because Airgas’s Board has refused to talk to us and to present the offer to
its shareholders, not because of anything Air Products has done.
believe in the value of this acquisition for Airgas’ shareholders and Air
Products’ shareholders. The ability to leverage two outstanding and
complementary groups of employees to create the largest North American
industrial gas company and a leading international company with distinctive
strengths is exciting and strategically smart. It will create growth and
opportunities for the employees and customers of both companies.
question has been around the stock price. As I have mentioned before, this type
of transaction usually does have an expected, short-term impact on the stock,
because it creates uncertainty and speculation around the two companies as they
work through the offer.
heard other questions with themes around how we would integrate the two
companies. While we are thinking and planning for an eventual integration, it is
premature to talk about that now. Right now, we are focused on taking our
attractive offer to Airgas’ shareholders and are prepared to see that
continue to keep you informed as new developments occur. You can look for these
on CorpNews as they happen. For more information regarding this transaction, I’d
also encourage you to visit www.airproducts.com/airgasoffer.
This is a public site we keep updated with communications about the
I want to
thank you for your support. I appreciate your kind words and enthusiasm as I
have spoken with many of you since we made this announcement. One person asked
me what she could do to help. I want to share my answer, because I really need
everyone to do this. We must keep our eye on our goals of a 17% margin and
double-digit earnings per share (EPS) growth. This means driving continuous
improvement, lowering our costs and getting new sales as the economy begins to
rebound. It is very important at this time that we show our investors and our
customers that we are focused on their best interests.
and most importantly, as we approach the first day of spring and say
good-bye to a stubborn winter for many employees, I want to encourage you to be
conscious of your personal safety and those around you.
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, April 9, 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.
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.
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
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