Today, the Airgas Board of Directors unanimously opted to reject the revised unsolicited tender offer from Air Products.
The offer from Air Products & Chemicals, Inc. encompassed the acquisition of all outstanding common shares of Airgas at a reviewed price of $63.50 per share in cash. Furthermore the Board unanimously recommends that Airgas stockholders not tender their shares into Air Products’ offer.
Peter McCausland, Airgas Chairman and Chief Executive Officer, said, “$quot;The Airgas Board of Directors is unanimous in its belief that the revised offer from Air Products continues to grossly undervalue Airgas and does not fairly compensate stockholders for Airgas' extraordinary track record, outstanding recent results, excellent growth prospects or industry-leading position. In our Board's judgment, the new Air Products offer, like Air Products' previous offers, is grossly inadequate and an extremely opportunistic attempt to cut off the Airgas stockholders' ability to benefit as the domestic economy continues its recovery.$quot;
McCausland continued, $quot;Our Board believes that recent events validate its original recommendation and strengthen its conviction that Airgas will generate more value for Airgas stockholders by executing its strategic plan than by pursuing the revised Air Products tender offer. In this regard, in the quarter ended June 30, 2010, Airgas recorded adjusted earnings per share of $0.83- the second-best earnings quarter in Company history, and achieved operating margins near record levels. Importantly, Airgas achieved these results despite revenues that have not yet returned to pre-recessionary levels. In addition, for the quarter ending June 30, 2010, Airgas recorded same-store year over year sales growth of 6%, which is the first positive same-store year over year result since the quarter ending December 31, 2008.”
$quot;As a result of this performance and the improved outlook, Airgas raised its full-year fiscal 2011 earnings guidance from a range of $2.95 to $3.05 to a new range of $3.15 to $3.30, representing 18% to 23% growth over fiscal year 2010 adjusted earnings. Further, the increasing momentum Airgas is seeing reinforces our Board's confidence in our calendar 2012 earnings goal of at least $4.20 per share, and with continued modest improvement in the economy, Airgas could very well outperform that objective. Airgas stockholders - not Air Products - should reap the benefits of our increased earning power and bright future,” said McCausland.
In an official press release The Board continues to recommend that stockholders not tender their shares into Air Products’ tender offer and not support the Air Products nominee or proposals at the upcoming annual meeting. The recommendation is outlined in more detail within Airgas’ Schedule 14D-9 amendment, which may be accessed through the corporate website under ‘Investor Information’.