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:
On June 3, 2010, John McGlade, Chairman, President and Chief Executive Officer of Air Products and Chemicals, Inc., gave a presentation at the Sanford C. Bernstein Strategic Decisions Conference relating to various matters. The following slides were included in the slide presentation given at the meeting:
John Mc Glade
Chairman, CEO and President
Sanford C. Bernstein Strategic Decisions Conference
June 3, 2010
Chairman, CEO and President
Sanford C. Bernstein Strategic Decisions Conference
June 3, 2010
Sanford C. Bernstein Conference 2010
Forward Looking Statement
This presentation contains “forward-looking statements” within the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, including earnings guidance and comments regarding the Company’s proposed
acquisition of Airgas, Inc. These forward-looking statements are based on management’s reasonable expectations and
assumptions as of the date this presentation is made regarding important risk factors. Actual performance and financial
results may differ materially from projections and estimates expressed in the forward-looking statements because of
many factors not anticipated by management, including, without limitation, longer than anticipated delay in global
economic recovery; renewed deterioration in economic and business conditions; poor demand for the Company's
products; future financial and operating performance of major customers and industries served by the Company;
inability to collect receivables from or recovery of payments made by customers in bankruptcy proceedings;
unanticipated contract terminations or customer cancellations or postponement of projects and sales; asset
impairments due to economic conditions or specific product or customer events; unexpected costs associated with the
Company’s cash tender offer for Airgas, Inc.; costs of future restructuring actions which are not currently planned or
anticipated; the impact of competitive products and pricing; interruption in ordinary sources of supply of raw materials;
the ability to recover unanticipated increased energy and raw material costs from customers; costs and outcomes of
litigation or regulatory activities; charges related to current portfolio management and cost reduction actions; the
success of implementing cost reduction programs; failure to consummate the tender offer for Airgas, Inc. or inability to
achieve anticipated acquisition synergies or unanticipated integration costs; the timing, impact, and other uncertainties
of future acquisitions or divestitures; significant fluctuations in interest rates and foreign currencies from that currently
anticipated; the continued availability of capital funding sources in all of the Company's foreign operations; the impact
of new or changed environmental, healthcare, tax or other legislation and regulations in jurisdictions in which the
Company and its affiliates operate; the impact of new or changed financial accounting guidance; the timing and rate at
which tax credits can be utilized and other risk factors described in the Company’s Form 10K for its fiscal year ended
September 30, 2009. The Company disclaims any obligation or undertaking to disseminate any updates or revisions to
any forward-looking statements contained in this document to reflect any change in the Company’s assumptions,
beliefs or expectations or any change in events, conditions, or circumstances upon which any such forward-looking
statements are based.
Litigation Reform Act of 1995, including earnings guidance and comments regarding the Company’s proposed
acquisition of Airgas, Inc. These forward-looking statements are based on management’s reasonable expectations and
assumptions as of the date this presentation is made regarding important risk factors. Actual performance and financial
results may differ materially from projections and estimates expressed in the forward-looking statements because of
many factors not anticipated by management, including, without limitation, longer than anticipated delay in global
economic recovery; renewed deterioration in economic and business conditions; poor demand for the Company's
products; future financial and operating performance of major customers and industries served by the Company;
inability to collect receivables from or recovery of payments made by customers in bankruptcy proceedings;
unanticipated contract terminations or customer cancellations or postponement of projects and sales; asset
impairments due to economic conditions or specific product or customer events; unexpected costs associated with the
Company’s cash tender offer for Airgas, Inc.; costs of future restructuring actions which are not currently planned or
anticipated; the impact of competitive products and pricing; interruption in ordinary sources of supply of raw materials;
the ability to recover unanticipated increased energy and raw material costs from customers; costs and outcomes of
litigation or regulatory activities; charges related to current portfolio management and cost reduction actions; the
success of implementing cost reduction programs; failure to consummate the tender offer for Airgas, Inc. or inability to
achieve anticipated acquisition synergies or unanticipated integration costs; the timing, impact, and other uncertainties
of future acquisitions or divestitures; significant fluctuations in interest rates and foreign currencies from that currently
anticipated; the continued availability of capital funding sources in all of the Company's foreign operations; the impact
of new or changed environmental, healthcare, tax or other legislation and regulations in jurisdictions in which the
Company and its affiliates operate; the impact of new or changed financial accounting guidance; the timing and rate at
which tax credits can be utilized and other risk factors described in the Company’s Form 10K for its fiscal year ended
September 30, 2009. The Company disclaims any obligation or undertaking to disseminate any updates or revisions to
any forward-looking statements contained in this document to reflect any change in the Company’s assumptions,
beliefs or expectations or any change in events, conditions, or circumstances upon which any such forward-looking
statements are based.
2
Sanford C. Bernstein Conference 2010
ADDITIONAL INFORMATION
On February 11, 2010, Air Products Distribution, Inc. (“Purchaser”), 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, August 13, 2010, unless further extended in
the manner set forth in the Offer to Purchase.
On February 11, 2010, Air Products Distribution, Inc. (“Purchaser”), 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, August 13, 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 intends to file a proxy statement with the SEC. Any definitive proxy
statement will be mailed to shareholders 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.
statement will be mailed to shareholders 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, Purchaser, and certain of their respective directors and executive officers and the Air Products nominees 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; and of Purchaser’s directors and executive officers in the Offer
to Purchase. Information about the Air Products nominees will be included in the proxy statement Air Products intends to file with the
SEC. 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.
3
Offer to Acquire Airgas
Sanford C. Bernstein Conference 2010
Airgas transaction highlights
15
|
Consideration
|
All-cash offer for all Airgas shares at $60.00 per share
|
|
Premium
|
Premium of 38% to ARG unaffected price on 2/04/10 of $43.53
|
|
Accretion
|
Expected to be substantially accretive to Air Products cash EPS in
year one |
|
Synergies
|
Substantial cost synergies yielding $250 million run-rate by the end
of year two |
|
Financing
|
· APD has secured committed financing, is committed
to remaining investment grade and to returning to A rating · Transaction costs expected to be approximately $200MM,
expensed as incurred · Q2 $0.07 per share
· Q3 ~$0.10 per share
|
|
Regulatory
Approval |
· Air Products has thoroughly considered potential regulatory issues
and is prepared to make appropriate divestitures · Productive discussions with FTC continue
|
Sanford C. Bernstein Conference 2010
Compelling strategic and industrial logic
Creates one of the world’s leading integrated industrial gas companies
· Largest industrial gas company in North America
· Diversified across geographies and distribution channels with competitive positions
in all three supply modes: Packaged Gases, Liquid Bulk, Tonnage
in all three supply modes: Packaged Gases, Liquid Bulk, Tonnage
Combination of highly complementary skills and strengths enables us to
better serve the needs of customers
better serve the needs of customers
· Air Products’ leadership in tonnage, strong European and joint venture packaged
gas positions
gas positions
· Airgas’ leadership in U.S. packaged gases
· Air Products’ Engineering and Technology Skills
Mutually beneficial strategic transaction
· Provides Air Products a highly efficient re-entry into U.S. packaged gas market
· APD global infrastructure enables more rapid Airgas international expansion
Significant synergies available
· Substantial cost savings
· Growth opportunities as economy recovers
· Leverages Air Products’ supply chain and SAP capabilities
16
Sanford C. Bernstein Conference 2010
Path forward . . .
Air Products
committed to
completing
transaction
committed to
completing
transaction
Litigation
· Commenced litigation in
Delaware
Delaware
Tender offer
· Offer commenced Feb 11
· Financing committed
Regulatory process
· Prepared to make appropriate
divestitures
divestitures
Shareholder meeting proposals
· Provided notice May 13
· Annual Meeting on or before
September 17
September 17
17
Sanford C. Bernstein Conference 2010
1. Election of three independent director nominees
2. Amend by-laws to implement director eligibility requirements
· Would make any Airgas board members (except CEO) not elected at
annual meeting ineligible to serve on Airgas Board for three years
annual meeting ineligible to serve on Airgas Board for three years
· If not elected but re-appointed, CEO could not serve as Chairman
3. Amend by-laws to require Airgas to hold future annual meetings
in January
in January
· 2011 annual meeting to be held on January 18
· Provides early opportunity for shareholders to replace majority of Airgas
Board
Board
4. Repeal all by-law amendments after April 7, 2010
Air Products’ proposals
18
Sanford C. Bernstein Conference 2010
RESULTS
· Double-digit EPS growth
· ROCE 3-5% above cost of
capital
capital
· Continued margin and
return improvement
return improvement
· Airgas transaction yields
substantial growth, cost
savings, cash generation
and EPS accretion
substantial growth, cost
savings, cash generation
and EPS accretion
The Air Products opportunity
STABILITY
· Long term contracts,
consistent and predictable
cash flow
consistent and predictable
cash flow
· Diversified across
geographies and
distribution channels
geographies and
distribution channels
· Airgas opportunity creates
competitive positions in all
three supply modes,
maintains strong balance
sheet
competitive positions in all
three supply modes,
maintains strong balance
sheet
GROWTH
· Solid backlog and strong
growth opportunities
across all geographies
growth opportunities
across all geographies
· New growth opportunities
in energy, environment
and emerging markets
in energy, environment
and emerging markets
· Airgas provides highly
efficient re-entry into U.S.
packaged gas market,
broadening our growth
opportunities
efficient re-entry into U.S.
packaged gas market,
broadening our growth
opportunities
Well positioned for long-term value creation
19