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:
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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:
On October 21, 2010, Air Products and Chemicals, Inc., held a public teleconference to review its fiscal 2010 fourth quarter financial results. The following slides were included in the slide presentation used during the teleconference:
Q4 FY’10 Earnings
Conference Call
Conference Call
October 21, 2010
Q4 FY’10 Earnings
Forward Looking Statement
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This presentation contains “forward-looking statements” within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including earnings guidance; projections; targets; plans and expectations regarding new projects, applications and technologies; and projections of synergies from 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 Report is filed 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, slowing of global economic recovery; renewed deterioration in economic and business conditions; weakening 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; the success of commercial negotiations; asset impairments due to economic conditions or specific product or customer events; 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; successful development and market acceptance of new products and applications, the ability to attract, hire and retain qualified personnel in all regions of the world where the Company operates; consequences of acts of war or terrorism impacting the United States and other markets; the effects of a natural disaster; the success of cost reduction and productivity programs and achieving anticipated acquisition synergies; 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 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.
Q4 FY’10 Earnings
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 $65.50 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, October 29, 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.
Air Products intends to file a proxy statement with the SEC in connection with the solicitation of proxies for the annual meeting of Airgas
stockholders to be held on January 18, 2011. Any definitive proxy statement will be mailed to stockholders of Airgas.
INVESTORS AND SECURITY HOLDERS OF AIRGAS ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION AND FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY AS THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. 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. These materials may also be obtained for free (if and when available) by contacting Air Products’ proxy solicitor,
MacKenzie Partners, Inc., at 212-929-5500 or toll-free at 800-322-2885.
CERTAIN INFORMATION REGARDING PARTICIPANTS
Air Products, Purchaser, and certain of their respective directors and executive officers and the Air Products nominees for election at Airgas’s
January 2011 annual meeting 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, 2010, which was filed with the SEC on November 25, 2010, and its proxy statement
for Air Products’ 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.
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 $65.50 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, October 29, 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.
Air Products intends to file a proxy statement with the SEC in connection with the solicitation of proxies for the annual meeting of Airgas
stockholders to be held on January 18, 2011. Any definitive proxy statement will be mailed to stockholders of Airgas.
INVESTORS AND SECURITY HOLDERS OF AIRGAS ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION AND FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY AS THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. 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. These materials may also be obtained for free (if and when available) by contacting Air Products’ proxy solicitor,
MacKenzie Partners, Inc., at 212-929-5500 or toll-free at 800-322-2885.
CERTAIN INFORMATION REGARDING PARTICIPANTS
Air Products, Purchaser, and certain of their respective directors and executive officers and the Air Products nominees for election at Airgas’s
January 2011 annual meeting 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, 2010, which was filed with the SEC on November 25, 2010, and its proxy statement
for Air Products’ 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.
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Q4 FY’10 Earnings
Airgas Update
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l October 15th, 2009
– Air Products ready to negotiate with Airgas to conclude a transaction
l September 15th, 2010
– Shareholders approve all three proxy proposals
– Shareholders vote for new independent Board members
l September 20th, 2010
– Airgas files suit
l October 8th, 2010
– Delaware Chancery Court rules bylaws properly adopted, consistent
with charter & Delaware law
with charter & Delaware law
l October 11th, 2010
– Airgas appeals
l January 18th, 2011
– Airgas Annual Meeting