Breaking NewsAirgas, Inc. today announced that its Board of Directors, after careful consideration with its independent financial and legal advisors, has unanimously rejected the revised unsolicited tender offer from Air Products.
Air Products recently reiterated its desire to reach a conclusion in the long-running takeover situation, with a revised tender offer to acquire all outstanding common shares of Airgas at a price of $70.00 per share in cash.
The Airgas Board has now rejected the offer and unanimously recommends that Airgas stockholders NOT tender their shares into Air Products' revised offer.
In making its determination, the board considered the factors described in the company's amended Schedule 14D-9, including improvements in the company's business, in the market performance of the company's business sector and in the operating and economic environment, and the opinions of Bank of America Merrill Lynch, Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. as of 21st December 2010 regarding the inadequacy, from a financial point of view, of the price offered by Air Products, based upon and subject to the factors and assumptions set forth in their respective written opinions included in the amended Schedule 14D-9.
Accordingly, the board unanimously concluded that the $70 per share offer is clearly inadequate and that the value of Airgas in a sale, at this time, is at least $78.00 per share, in light of the board's view of relevant valuation metrics, an Airgas press release explains.Final offer
In response to the rejection, Air Products stood firm in its own view of the offer and made clear its 'final offer' stands until 14th January 2011.
John E. McGlade, Chairman, President and CEO, said in a statement, “We have made clear that $70 per share is our best and final offer for Airgas. We know the market for industrial gases extremely well, and have offered a full and fair price for this business. Airgas shareholders should understand that the forecasts relied on by the Airgas Board and its three financial advisors were provided solely by Airgas management and were not independently developed or verified.$quot;
$quot;The fact is that no other bidder has emerged since we made our offer public over 10 months ago, and many Airgas shareholders have recently come out and publicly supported our $70 offer. If the Airgas Board is so confident that Airgas is worth at least $78 per share, it should redeem its poison pill and let shareholders decide for themselves whether they want to accept $70 per share in cash now. Our offer expires on January 14.”