-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ay7rqEyqTWcoPZuvqqvjIiu3y7gMmB1kUv7n97i7Wccm1Vph8is9XPnkmsSXeGnr zXP55ZW7wmKQ8QiF5r10KQ== 0000950157-10-001442.txt : 20100811 0000950157-10-001442.hdr.sgml : 20100811 20100811145426 ACCESSION NUMBER: 0000950157-10-001442 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100811 DATE AS OF CHANGE: 20100811 EFFECTIVENESS DATE: 20100811 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AIR PRODUCTS & CHEMICALS INC /DE/ CENTRAL INDEX KEY: 0000002969 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 231274455 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 7201 HAMILTON BLVD CITY: ALLENTOWN STATE: PA ZIP: 18195-1501 BUSINESS PHONE: 6104814911 MAIL ADDRESS: STREET 1: 7201 HAMILTON BLVD CITY: ALLENTOWN STATE: PA ZIP: 18195-1501 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AIRGAS INC CENTRAL INDEX KEY: 0000804212 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-INDUSTRIAL MACHINERY & EQUIPMENT [5084] IRS NUMBER: 560732648 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09344 FILM NUMBER: 101007804 BUSINESS ADDRESS: STREET 1: 259 N. RADNOR-CHESTER ROAD STREET 2: SUITE 100 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 6106875253 MAIL ADDRESS: STREET 1: 259 N. RADNOR-CHESTER ROAD STREET 2: SUITE 100 CITY: RADNOR STATE: PA ZIP: 19087 DFAN14A 1 dfan14a.htm SCHEDULE 14A dfan14a.htm
 
 
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. __)
 
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Check appropriate box:
o       Preliminary Proxy Statement
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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):
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o       Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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On August 10, 2010, John McGlade, Chairman, President and Chief Executive Officer of Air Products and Chemicals, Inc., gave a presentation at the Jefferies 6th Annual Global Industrial and A&D Conference relating to various matters.  Below is a transcript of the portions of the presentation related to Air Products’ tender offer for all of the outstanding shares of common stock of Airgas, Inc. and proxy solicitation in connection with Airgas’s 2010 annual shareholder meeting.  The presentation was posted for replay on August 11, 2010.
 
COMPANY: Air Products and Chemicals, Inc. (APD)
EVENT: Jefferies 6th Annual Global Industrial and A&D Conference Call
DATE: August 10, 2010


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<<John Mc Glade, Chairman, President and Chief Executive Officer>>

Let me now switch to our offer to acquire Airgas and just very quickly on this slide summarize the transaction highlights for you. I am not going to read them all. I think they are pretty self-evident, but it’s a 63/50 [sic] offer it represents a 46% premium to the share price that Airgas closed at on February 4th of this past year. Accretive for us, we got to deliver significant synergies to make this an attractive proposition for Air Product shareholders, we believe we’ve identified what those are and we’ve told you that there are about $250 billion on a run rate basis by the end of the year.

We’ve fully committed our financing for this transaction and we’re very close to signing an agreement with the staff at FTC around a consent to deal with regulatory issues.

Industrial and strategic logic behind this deal is pretty apparent to us, really creates a number one position in North America for us and a much larger global company gives us some very, very capable talent from Airgas and when combined with our capabilities we’d really believe it is complementary and synergistic and really, really provides value both to the Airgas shareholders in the context of the premium that we’ve offered and long-term shareholder value creation for the Air Products shareholders as we broadened our portfolios, we broadened our capabilities and are able to take some of the Airgas capabilities globally, provide two Airgas some of our capabilities around SAP and how to – and supply chain operation in a package gas business, which we do operate a number of package gas businesses around the globe incl uding a fairly substantial one in Europe and then in number of our Joint Ventures.

We’ve put forth a number of proposals they are in the proxy, they’re pretty self evident they really – really designed to get the Airgas Boards [Ph] engaged so we can get this transaction completed in a timely manner. And as we look forward, we laid out this process for you early in February when we made the announcement. We’re following the process we laid out, obviously there is another date here August 13th on the slide where the tender offer closes and we’re really seeing that as one more element around shareholders of Airgas asking their Boards to engage in an negotiated transaction with Air Products.

I talked earlier to where we are on the regulatory front and so my point on this slide is we think this is a good transaction for Air products. I think it’s a good transaction for Airgas shareholders, great shareholder value for both sets of shareholders and we’re committed to continuing down the path we laid out months ago.

*  *  *

We believe we’re making good progress to our goal to acquire – against our goal to acquire Airgas.

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