UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
TO
(Rule 14d-100)
TENDER
OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. )
Airgas,
Inc.
(Name of
Subject Company (Issuer))
Air
Products and Chemicals, Inc.
(Name of
Filing Persons (Offerors))
Common
Stock, par value $0.01 per share
(Title
of Class of Securities)
009363102
(CUSIP
Number of Class of Securities)
John
D. Stanley, Esq.
Senior
Vice President and General Counsel
Air
Products and Chemicals, Inc.
7201
Hamilton Boulevard
Allentown,
PA 18195-1501
(610)
481-4911
(Name,
Address and Telephone Numbers of Person Authorized to Receive
Notices
and Communications on Behalf of Filing Persons)
Copies
to:
James
C. Woolery, Esq.
Cravath,
Swaine & Moore LLP
Worldwide
Plaza
825
Eighth Avenue
New
York, NY 10019-7475
(212)
474-1000
CALCULATION
OF FILING FEE
|
Transaction
Valuation
|
Amount
of Filing Fee
|
|
|
Not
applicable
|
Not
applicable
|
o Check the box if
any part of the fee is offset as provided by Rule 0-11 (a) (2) and
identify the filing with which the offsetting fee was previously paid. Identify
the previous filing
by
registration statement number, or the Form or Schedule and the date of its
filing.
|
Amount
Previously Paid: None
|
Filing
Party: Not
applicable
|
|
|
Form
or Registration No.: Not
applicable
|
Date
Filed: Not
applicable
|
þ Check
the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer.
Check the
appropriate boxes below to designate any transactions to which the statement
relates:
|
þ
|
third-party
tender offer subject to Rule 14d-1.
|
||
|
o
|
issuer
tender offer subject to Rule 13e-4.
|
||
|
o
|
going-private
transaction subject to Rule 13e-3.
|
||
|
o
|
amendment
to Schedule 13D under
Rule 13d-2.
|
Check the
following box if the filing is a final amendment reporting the results of the
tender offer: o
If
applicable, check the appropriate box(es) below to designate the appropriate
rule provision(s) relied upon:
|
o
|
Rule 13e-4(i)
(Cross-Border Issuer Tender Offer)
|
||
|
o
|
Rule 14d-1(d)
(Cross-Border Third-Party Tender
Offer)
|
Offer to
Acquire Airgas
February 5,
2010
Offer to
Acquire Airgas
2
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], 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], INC. 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.
tender offer for the shares of [Airgas], Inc. (“[Airgas]”) has commenced at this time. In connection with the
proposed transaction, [Air Products], 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], INC. 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.
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]’s directors and executive
officers in [Air Products]’s 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.
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]’s directors and executive
officers in [Air Products]’s 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.
Offer to
Acquire Airgas
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.
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.
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.
3
John Mc
Glade
Air
Products Chairman, President and CEO
4
Offer to
Acquire Airgas
Transaction
highlights
5
|
Consideration
|
All-cash
offer for all Airgas shares at $60.00 per share
|
|
Premium
|
Premium
of 38% to Airgas’ closing price on 2/04/10
of $43.53 |
|
Accretion
|
Expected
to be substantially accretive to Air Products
cash EPS beginning in 2011 |
|
Synergies
|
Substantial
cost synergies yielding $250
million run rate
by the end of year 2 |
|
Financing
|
Air
Products has secured committed financing.
Air Products is committed to remaining investment grade and to returning to an A rating |
|
Regulatory
Approval |
Air
Products has thoroughly considered potential
regulatory issues and is prepared to make appropriate divestitures |
Offer to
Acquire Airgas
Compelling
strategic and industrial logic
• Creates one
of the world’s leading integrated industrial gas companies
− Largest
industrial gas company in North America and one of the largest in the
world
world
− Diversified
across geographies and distribution channels with competitive
positions in all three supply modes: Packaged Gases, Liquid Bulk, Tonnage
positions 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
serve the needs of customers
− Air
Products’ leadership in tonnage, strong European and joint venture
packaged gas positions
packaged gas positions
− Airgas’
leadership in U.S. packaged gases
− Air
Products’ Engineering and Technology Skills
• Timing is
excellent
− Provides
Air Products a highly efficient re-entry into U.S. packaged gas
market
− Air
Products’ global infrastructure enables more rapid Airgas international
expansion
expansion
− Leverages
Air Products’ supply chain and SAP capabilities
• Significant
synergies available
− Substantial
cost savings
− Growth
opportunities as economy recovers
6
Offer to
Acquire Airgas
Airgas at a
glance
7
Broad
Coverage -
1,500 Sales Representatives
Source: Based on
Airgas public disclosures
|
Revenue
(FY2009)
|
$4.3B
|
|
Total
CAGR (over last 5 years)
|
19%
|
|
Same
Store Sales Growth
|
7%
|
Offer to
Acquire Airgas
Combination
creates significant value
8
A
Company of Greater Capability
• Global
presence & infrastructure
• Significant
European packaged
gas business
gas business
• Gas
application skills
• Tonnage
asset base
• Operations
& Engineering skills
• SAP
experience & infrastructure
Air
Products Strengths
• Broad U.S.
sales coverage
• Packaged
gas skills
• Distribution
expertise
• Acquisition
sourcing & integration
capabilities
capabilities
Airgas
Strengths
Increased
Shareholder Value
• Lower
costs
• Increased
growth
• Greater
cash generation
Offer to
Acquire Airgas
A world
leading integrated industrial gas company
9
Source: Based on
Airgas public disclosures
Packaged
Gas
90%
Gas
90%
Liquid/Bulk
10%
10%
Pro-forma
Air Products
Air Products
Pro-forma
Air Products
Air Products
Airgas
Revenues
Revenues
Airgas
Revenues
Revenues
Air
Products
Revenues
Revenues
Air
Products
Revenues
Revenues
Liquid/Bulk
17%
17%
Onsite
25%
25%
Equipment
& Services
10%
& Services
10%
Onsite/Pipeline
37%
Liquid/Bulk
24%
Equipment
&
Services
Services
14%
Packaged
Gas
Gas
11%
• One of the
largest industrial gas companies in the world
• Largest
industrial gas company in North America
• World-class
competencies across all modes of supply
+
=
Specialty
Materials
14%
Spec
Mat’ls
9%
Mat’ls
9%
Packaged
Gas
39%
Gas
39%
Offer to
Acquire Airgas
Benefits of
an integrated industrial gas company
10
Liquid/Bulk
Tonnage/Onsites
• Co-product
economics
• Liquid
back-up
• Sales
coverage
• Product
supply/outlet
• Broader
scope of
industries served
industries served
• Brand
recognition
Cylinders
Bulk
Packaged
Gases
Mode
of Supply
Mode
of Supply
Integration
Benefit
Integration
Benefit
Tonnage
Offer to
Acquire Airgas
Enhances
Air Products’
Multiple Growth Opportunities
Multiple Growth Opportunities
11
• Hydrogen
for refining
• Oxygen for
gasification
• LNG heat
exchangers
Energy
Environment
Emerging
Markets
• Oxyfuel
• Carbon
capture
• Multiple
Gas Applications
• Electronics
across Asia
• Equity
Affiliate positions
• Expanding
Merchant
positions in Asia
positions in Asia
Paul
Huck
Air
Products Senior Vice President and Chief Financial Officer
12
Offer to
Acquire Airgas
• $60.00 per
share in cash
• 38% premium
comparable to similar transactions
− 10.5x
multiple of EBITDA
• Immediate
liquidity in an uncertain economic environment
and removes any uncertainly with respect to future stock
performance
and removes any uncertainly with respect to future stock
performance
13
Certain
Value for Airgas Shareholders
Immediate
Shareholder Premium
Shareholder Premium
Offer to
Acquire Airgas
Financial
details
•Transaction
value ($billions)
•Committed
financing secured
•Maintain
investment grade credit rating
•Maintain
dividend policy
14
|
Equity
Purchase
|
$5.1
|
|
Assumption
of debt
|
$1.9
|
|
Total
Consideration
|
$7.0
|
Offer to
Acquire Airgas
Key
goals
15
• Transaction
accretive in the
first year
first year
• Solid
shareholder value
• Excludes
transaction and
integration costs
integration costs
• Synergies
enable greater
cash flow generation
cash flow generation
• Combination
provides for
significant margin benefits
significant margin benefits
Accretion/Dilution
EBITDA
Margin
Offer to
Acquire Airgas
16
Synergies
Infrastructure
Infrastructure
•Fully
integrated ERP platform
Fully integrated ERP platform
•Shared
Services
Shared Services
Supply
Chain Efficiencies
Supply
Chain Efficiencies
•Utilize Air
Products’ continuous improvement tools to
optimize supply chain
optimize supply chain
Utilize
Air Products’ continuous improvement tools to
optimize supply chain
optimize supply chain
•Procurement
Benefits
Procurement Benefits
Growth
through new offerings, density and international expansion
Cost
savings run rate of $250 million by end of year two
Overheads
Overheads
•Overlapping
operations
Overlapping operations
•Streamlined
management structure
Streamlined management structure
Offer to
Acquire Airgas
17
Path
Forward . . .
Air
Products
committed to
completing the
transaction
committed to
completing the
transaction
Begin
regulatory process
• Prepared to
make
appropriate divestitures
appropriate divestitures
Proceed
with tender offer if needed
• Financing
committed
Litigation
Proxy
Contest
• Commenced
litigation in
Delaware
Delaware
• Proceed
with proxy contest
if needed
if needed
John
McGlade
Air
Products Chairman, President and CEO
18
Offer to
Acquire Airgas
RESULTS
• Accretive
to
cash, GAAP EPS
cash, GAAP EPS
Compelling
transaction that delivers on
our promises…
our promises…
STABILITY
• Diversified
across
geographies and
distribution
channels with
competitive
positions in all three
supply modes
geographies and
distribution
channels with
competitive
positions in all three
supply modes
• Maintain
strong
balance
sheet/investment
grade rating
balance
sheet/investment
grade rating
GROWTH
• Highly
efficient
re-entry into U.S.
packaged gas
market
re-entry into U.S.
packaged gas
market
• Enhanced
growth
opportunities,
domestic and
international
opportunities,
domestic and
international
Well-positioned
for long-term value creation
19
Thank
you
tell me
more
20
www.airproducts.com/airgasoffer
* *
*
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.