Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION

STATEMENT UNDER SECTION 14(d)(4) OF THE

SECURITIES EXCHANGE ACT OF 1934

AIRGAS, INC.

(Name of Subject Company)

AIRGAS, INC.

(Name of Person Filing Statement)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

009363102

(CUSIP Number of Class of Securities)

Robert H. Young, Jr.

Senior Vice President, General Counsel and Secretary

Airgas, Inc.

259 North Radnor-Chester Rd.

Radnor, PA 19087-5283

(610) 687-5253

(Name, address and telephone numbers of person authorized to receive notices and

communications on behalf of the persons filing statement)

With copies to:

Daniel A. Neff, Esq.

David A. Katz, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-1000

 

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 


Table of Contents

TABLE OF CONTENTS

 

ITEM 1.

  SUBJECT COMPANY INFORMATION.    1

ITEM 2.

  IDENTITY AND BACKGROUND OF FILING PERSON.    1

ITEM 3.

  PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.    5

ITEM 4.

  THE SOLICITATION OR RECOMMENDATION.    9

ITEM 5.

  PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.    24

ITEM 6.

  INTEREST IN SECURITIES OF THE SUBJECT COMPANY.    24

ITEM 7.

  PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.    25

ITEM 8.

  ADDITIONAL INFORMATION.    25

ITEM 9.

  EXHIBITS.    30


Table of Contents
ITEM 1. SUBJECT COMPANY INFORMATION

Name and Address

The name of the subject company to which this Solicitation/Recommendation Statement on Schedule 14D-9 (together with any exhibits attached hereto, this “Statement”) relates is Airgas, Inc., a Delaware corporation (“Airgas” or the “Company”). Airgas’ principal executive offices are located at 259 North Radnor-Chester Road, Radnor, Pennsylvania 19087-5283. Airgas’ telephone number at this address is (610) 687-5253.

Securities

The title of the class of equity securities to which this Statement relates is Airgas’ Common Stock, par value $0.01 per share, including the associated rights to purchase shares of Series C Junior Participating Preferred Stock (“Rights,” and together with the Airgas Common Stock, the “Airgas Common Shares”), issued pursuant to the Rights Agreement, dated as of May 8, 2007, between Airgas and The Bank of New York, as Rights Agent (the “Rights Agreement”). As of February 3, 2010, there were 82,729,623 Airgas Common Shares outstanding.

 

ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON

Name and Address

The name, business address and business telephone number of Airgas, which is the subject company and the person filing this Statement, are set forth in Item 1 above.

Tender Offer

This Statement relates to the tender offer by Air Products Distribution, Inc. (“AP Sub”), a Delaware corporation and wholly owned subsidiary of Air Products and Chemicals, Inc. (“Air Products”), to purchase all of the outstanding Airgas Common Shares at a price of $60.00 per share, net to the seller in cash, without interest and less any required withholding taxes. The tender offer is being made on the terms and subject to the conditions described in the Tender Offer Statement on Schedule TO (together with the exhibits thereto, the “Schedule TO”), filed by Air Products and AP Sub with the Securities and Exchange Commission (the “SEC”) on February 11, 2010. The value of the consideration offered, together with all of the terms and conditions applicable to the tender offer, is referred to in this Statement as the “Offer.”

Air Products has stated that the purpose of the Offer is to acquire control of, and the entire equity interest in, Airgas. Air Products has indicated that it intends, as soon as practicable after the consummation of the Offer, to seek to consummate a merger of Airgas and AP Sub (or one of its or Air Products’ subsidiaries) (the “Second-Step Merger”). Air Products has also stated that it intends to nominate, and solicit proxies for the election of, a slate of nominees for election at Airgas’ 2010 annual meeting of stockholders (the “Airgas Annual Meeting”). In addition, whether or not Air Products proposes a merger or other business combination with Airgas and whether or not its nominees are elected at the Airgas Annual Meeting, the Schedule TO states that Air Products intends, as soon as practicable after consummation of the Offer, to seek maximum representation on the Board of Directors of Airgas (the “Airgas Board”) and, promptly after the consummation of the Offer, to request that some or all of the current members of the Airgas Board resign and that Air Products’ designees be elected to fill the vacancies so created.

 

1


Table of Contents

The Offer is subject to numerous conditions, which include the following, among others:

 

   

The “Minimum Tender Condition” – there being validly tendered and not withdrawn before the expiration of the Offer a number of Airgas Common Shares that, together with the shares then owned by Air Products and its subsidiaries, represents at least a majority of the total number of Airgas Common Shares outstanding on a fully diluted basis,

 

   

The “Rights Condition” – the Airgas Board redeeming the Rights or Air Products being satisfied, in its sole discretion, that the Rights have been invalidated or are otherwise inapplicable to the Offer and the Second-Step Merger,

 

   

The “Section 203 Condition” – the Airgas Board having approved the Offer and the Second-Step Merger under Section 203 of the Delaware General Corporation Law (“Section 203”) or Air Products’ being satisfied, in its sole discretion, that Section 203 is inapplicable to the Offer and the Second-Step Merger,

 

   

The “Certificate Condition” – the Airgas Board having approved the Offer and the Second-Step Merger under Article 6 of Airgas’ Amended and Restated Certificate of Incorporation (the “Airgas Certificate”) or Air Products’ being satisfied, in its sole discretion, that Article 6 of the Airgas Certificate is inapplicable to the Offer and the Second-Step Merger,

 

   

The “HSR Condition” – the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), applicable to the purchase of shares under the Offer having expired or been terminated as described in the Schedule TO, and

 

   

The “Impairment Condition” – Airgas not having entered into or effectuated any agreement or transaction with any person or entity having the effect of impairing AP Sub’s or Air Products’ ability to acquire Airgas or otherwise diminishing the expected value to Air Products of the acquisition of Airgas.

In addition, Air Products is not required to consummate the Offer and may terminate or amend the Offer if at any time any of the following conditions exist, which conditions may be asserted by Air Products or AP Sub in their sole discretion regardless of the circumstances giving rise to any such condition failing to be satisfied:

 

   

there is threatened, instituted or pending any action or proceeding by any person before any court or governmental authority or agency challenging or seeking to restrain or prohibit the making of the Offer, seeking to obtain material damages in connection with the Offer, seeking to restrain or prohibit the exercise of Air Products’ full rights of ownership of Air Products’ or Airgas’ business, seeking to require divestiture by Air Products of any Airgas Common Shares, seeking any material diminution in the benefits expected to be derived by Air Products from the transactions contemplated by the Offer, adversely affecting the financing of the Offer or that otherwise, in Air Products’ reasonable judgment, has or may have material adverse significance with respect to either the value of Airgas or any of its subsidiaries or affiliates or the value of the Airgas Common Shares to Air Products (the “No Lawsuits Condition”),

 

   

any action is taken, or any statute, rule, regulation, interpretation, judgment, injunction, order or decree is proposed, enacted, enforced, promulgated, amended, issued or deemed applicable to Air Products, AP Sub or any of their subsidiaries or affiliates, the Offer, the acceptance for payment of or payment for Airgas Common Shares, or any merger or other business combination involving Airgas, by any court, government or agency (other than the application of the waiting period of the HSR Act to the Offer or to any such merger or other business combination), that, in Air Products’ reasonable judgment, does or may, directly or indirectly, result in any of the consequences referred to in the bullet point immediately above (the “No Diminution of Benefits Condition”),

 

2


Table of Contents
   

there occurs any decline in either the Dow Jones Industrial Average, the Standard and Poor’s Index of 500 Industrial Companies or the NASDAQ-100 Index by an amount in excess of 15%, measured from the close of business on February 4, 2010 (the “Market Index Condition”),

 

   

any change occurs or is threatened (or any development occurs or is threatened involving a prospective change) in the business, assets, liabilities, financial condition, capitalization, operations, results of operations or prospects of Airgas or any of its affiliates that, in Air Products’ reasonable judgment, is or may be materially adverse to Airgas or any of its affiliates, or Air Products becomes aware of any facts that, in its reasonable judgment, have or may have material adverse significance with respect to either the value of Airgas or any of its affiliates or the value of the Airgas Common Shares to Air Products,

 

   

there occurs (a) any change in the general political, market, economic or financial conditions in the United States or abroad that, in Air Products’ reasonable judgment, could have a material adverse effect on the business, assets, liabilities, financial condition, capitalization, operations, results of operations or prospects of Airgas and its subsidiaries, taken as a whole, (b) any material adverse change (or development or threatened development involving a prospective material adverse change) in United States dollars or any other currency exchange rates or a suspension of, or a limitation on, the markets therefor, (c) any limitation (whether or not mandatory) by any governmental authority or agency on, or any other event that, in Air Products’ reasonable judgment, may adversely affect the extension of credit by banks or other financial institutions, (d) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market, (e) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (f) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any attack on, outbreak or act of terrorism involving the United States, or (g) in the case of any of the foregoing existing as of the close of business on February 4, 2010, a material acceleration or worsening thereof (together with the condition in the bullet point immediately above this bullet point, the “No Material Adverse Effect Condition”),

 

   

any other person publicly proposes or makes a tender or exchange offer for some or all of the Airgas Common Shares or enters into any agreement or makes any proposal with respect to a tender or exchange offer, merger, consolidation or other business combination with Airgas, or has acquired or proposes to acquire more than 5% of any class or series of capital stock of Airgas, or any person that filed a Schedule 13D or 13G with the SEC prior to February 4, 2010 acquires or proposes to acquire beneficial ownership of additional Airgas Common Shares constituting 1% or more of any such class or series, or any person files a Notification and Report Form under the HSR Act or makes a public announcement reflecting an intent to acquire Airgas or any assets or securities of Airgas (the “Stockholder Ownership Condition”),

 

   

Airgas or any of its subsidiaries has split, combined or otherwise changed, or authorized or proposed the split, combination or other change of, the Airgas Common Shares or its capitalization, acquired or caused a reduction in the number of outstanding Airgas Common Shares, issued or sold any Airgas Common Shares, declared or paid any dividends, or altered any material term of any outstanding security or issued or sold any debt security,

 

   

Airgas has authorized or recommended or announced its intent to enter into an agreement with respect to or effected any merger or business combination, acquisition or disposition of assets or relinquishment of any material contract or other rights not in the ordinary course of business, or enters into any agreement or arrangement with any person that, in Air Products’ reasonable judgment, has or may have material adverse significance with respect to either the value of Airgas or any of its subsidiaries or the value of the Airgas Common Shares to Air Products,

 

3


Table of Contents
   

Airgas has adopted or amended any employment, severance, change of control, retention or other similar agreement other than in the ordinary course of business, or adopted or amended any such agreements or plans so as to provide for increased benefits to officers, directors, employees or consultants as a result of or in connection with the Offer,

 

   

Airgas has amended or proposed any amendment to the Airgas Certificate or bylaws (the conditions in this bullet point and the immediately preceding three bullet points referred to together as the “No Material Change Condition”),

 

   

Air Products becomes aware (a) that any material contractual right of Airgas has been impaired or otherwise adversely affected or that any material amount of indebtedness of Airgas has been accelerated or has otherwise become due or become subject to acceleration prior to its stated due date in connection with the Offer or the consummation by Air Products of a business combination with Airgas, or (b) of any covenant, term or condition in any instrument or agreement of Airgas that, in Air Products’ reasonable judgment, has or may have material adverse significance with respect to either the value of Airgas or any of its affiliates or the value of the Airgas Common Shares to Air Products or any of its affiliates (including any event of default that may ensue in connection with the Offer, the acceptance for payment of or payment for some or all of the Airgas Common Shares by Air Products or the consummation of a business combination between Air Products and Airgas) (the “No Adverse Effect on Contracts Condition”),

 

   

Air Products or any of its affiliates enters into a definitive agreement or announces an agreement in principle with Airgas providing for a merger or other similar business combination with Airgas or the purchase of securities or assets of Airgas, or Air Products and Airgas reach any other agreement or understanding pursuant to which it is agreed that the Offer will be terminated,

 

   

Airgas or any of its subsidiaries shall have (a) granted to any person proposing a merger or other business combination with or involving Airgas or any of its subsidiaries or the purchase of securities or assets of Airgas or any of its subsidiaries any type of option, warrant or right which, in Air Products’ reasonable judgment, constitutes a “lock-up” device (including a right to acquire or receive any Airgas Common Shares or other securities, assets or business of Airgas or any of its subsidiaries) or (b) paid or agreed to pay any cash or other consideration to any party in connection with or in any way related to any such business combination or purchase or

 

   

any required approval, permit, authorization, extension, action or non-action, waiver or consent of any governmental authority or agency shall not have been obtained on terms satisfactory to Air Products and AP Sub or any waiting period or extension thereof imposed by any government or governmental authority or agency with respect to the Offer shall not have expired.

For a full description of the conditions to the Offer, please see Annex A attached hereto. The foregoing summary of the conditions to the Offer does not purport to be complete and is qualified in its entirety by reference to the contents of Annex A attached hereto.

The Schedule TO states that the principal executive offices of Air Products are located at 7201 Hamilton Boulevard, Allentown, Pennsylvania, 18195-1501 and that the telephone number of its principal executive offices is (610) 481-4911.

 

4


Table of Contents
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

Except as described in this Statement or in the excerpts from the Airgas Definitive Proxy Statement on Schedule 14A, dated and filed with the SEC on July 13, 2009 (the “2009 Proxy Statement”), relating to the 2009 Annual Meeting of Stockholders, which excerpts are filed as Exhibit (e)(1) to this Statement and incorporated herein by reference, as of the date of this Statement, there are no material agreements, arrangements or understandings, nor any actual or potential conflicts of interest, between Airgas or any of its affiliates, on the one hand, and (i) Airgas or any of its executive officers, directors or affiliates, or (ii) AP Sub, Air Products or any of their respective executive officers, directors or affiliates, on the other hand. Exhibit (e)(1) is incorporated herein by reference and includes the following sections from the 2009 Proxy Statement: “Compensation of Directors,” “Compensation Discussion and Analysis,” “Executive Compensation,” “Certain Relationships and Related Transactions” and “Security Ownership.”

Any information contained in the pages from the 2009 Proxy Statement incorporated by reference herein shall be deemed modified or superseded for purposes of this Statement to the extent that any information contained herein modifies or supersedes such information.

Relationship with Air Products

According to the Schedule TO, as of February 11, 2010, Air Products was the beneficial owner of 1,508,255 Airgas Common Shares, representing approximately 1.8% of the outstanding Airgas Common Shares.

Airgas has a long-term take-or-pay supply agreement, in effect through August 31, 2017, with Air Products to supply Airgas with bulk liquid nitrogen, oxygen and argon. Additionally, Airgas purchases helium and hydrogen gases from Air Products under long-term take-or-pay supply agreements. Based on the volume of fiscal 2010 purchases, the Air Products supply agreements represent approximately $55 million annually in liquid bulk gas purchases.

Consideration Payable Pursuant to the Offer and the Second-Step Merger

If the Airgas directors and executive officers were to tender any Airgas Common Shares they own pursuant to the Offer, they would receive the same cash consideration on the same terms and conditions as the other Airgas stockholders. As of February 19, 2010, the Airgas directors and executive officers owned an aggregate of 8,404,200 Airgas Common Shares. If the Airgas directors and executive officers were to tender all of such Airgas Common Shares for purchase pursuant to the Offer and those Airgas Common Shares were accepted for purchase by Air Products, the Airgas directors and executive officers would receive an aggregate of approximately $504 million in cash. To the knowledge of Airgas, none of the Airgas directors and executive officers currently intend to tender shares held of record or beneficially owned by such person for purchase pursuant to the Offer.

As of February 19, 2010, the Airgas directors and executive officers held options to purchase an aggregate of 2,480,683 Airgas Common Shares, with exercise prices ranging from $8.99 to $60.84 and an aggregate weighted average exercise price of $32.24 per share, 1,699,708 of which were vested and exercisable as of that date. Any Airgas stock options held by the Airgas directors and executive officers were issued pursuant to the 1997 Stock Option Plan, the 1997 Directors’ Stock Option Plan and the 2006 Amended and Restated Equity Incentive Plan, filed as Exhibits (e)(2), (e)(3) and (e)(4), respectively, to this Statement, and incorporated herein by reference (collectively, the “Plans”). Under the Plans, consummation of the Offer would constitute a change of control of Airgas, and upon a change of control of Airgas, unvested options to purchase 780,975 Airgas Common Shares held by the Airgas directors and executive offers would vest.

 

5


Table of Contents

The following table summarizes, with respect to (1) each Airgas director, (2) each Airgas Named Executive Officer, and (3) all executive officers (other than the Named Executive Officers) (the “Other Executive Officers”) as a group, the aggregate, positive difference in value between $60 and the per share exercise prices (the “Spread Value”) of the options to purchase Airgas Common Shares held by such directors and executive officers as of February 19, 2010:

 

Name

  Airgas Common
Shares Subject to
Unvested Options (#)
    Aggregate Spread Value
of Unvested Options ($)
    Airgas Common
Shares Subject to
Vested Options (#)
    Aggregate Spread Value
of Vested Options ($)
 

Peter McCausland

Chairman and Chief

Executive Officer

  331,250       4,160,500       633,750       21,353,550    

W. Thacher Brown

Director

  —        —        66,500      2,019,035   

Paula A. Sneed

Director

  —        —        66,500      2,019,035   

James W. Hovey

Director

  —        —        66,500      2,019,035   

Richard C. Ill

Director

  —        —        41,000      874,185   

David M. Stout

Director

  —        —        66,500      2,019,035   

Lee M. Thomas

Director

  —        —        57,500      1,600,435   

John C. van Roden, Jr.

Director

  —        —        25,540      346,643   

Ellen C. Wolf

Director

  —        —        11,773      225,769   

Michael L. Molinini

Executive Vice President and

Chief Operating Officer

  104,025      1,422,433      132,475      4,332,499   

Robert M. McLaughlin

Senior Vice President and

Chief Financial Officer

  63,550      768,689      70,950      2,178,173   

Leslie J. Graff

Senior Vice President,

Corporate Development

  46,125      610,589      80,545      2,606,215   

B. Shaun Powers

Division President – East

  42,000      533,533      101,900      3,544,491   

All Other Executive Officers as a
group (five individuals)

  194,025      2,421,196      278,275      9,078,819   

Potential Severance and Change in Control Benefits

Airgas has entered into change of control agreements (the “COC Agreements”) with Messrs. McCausland, Graff, McLaughlin, Molinini and Powers, and three other executive officers. The terms of the COC Agreements provide salary and benefit continuation if (1) there is a change of control of Airgas and (2) Airgas terminates a covered executive’s employment without cause or if the executive terminates employment for good reason, in each case within three years following a change of control (a “Qualifying Termination”). Good reason includes a material diminution of position, a material decrease in base compensation, a material breach of any employment agreement, or a material change in location. The Offer, if consummated, would constitute a change of control for purposes of each of the COC Agreements.

 

6


Table of Contents

Under the COC Agreements, in the event of a Qualifying Termination, an executive would be entitled to:

 

   

a lump-sum payment equal to two times the sum of (1) the executive’s annual base salary at the time of termination, or, if greater, at the time the change of control occurred, plus (2) the bonus amount last paid to the executive prior to the occurrence of the change of control under the Airgas annual executive bonus plan;

 

   

continuation of health and welfare benefits for up to three years; and

 

   

vesting of all stock options and restricted stock.

The cash and non-cash amounts payable under the COC Agreements and under any other arrangements with Airgas are limited to the maximum amount permitted without the imposition of an excise tax under the Internal Revenue Code (the “Severance Cap”). Generally, the Severance Cap would limit an executive’s benefits under a COC Agreement to 2.99 times the executive’s average annual compensation for the preceding five years. The above description of the COC Agreements is qualified in its entirety by reference to the COC Agreement filed as Exhibit (e)(5) to this Statement and incorporated herein by reference.

Under an arrangement with Mr. McCausland originally entered into in 1992, which was amended and restated on May 29, 2009 (the “Amended and Restated Executive Severance Agreement”), in the event Mr. McCausland experiences a Qualifying Termination, he is entitled to a payment equal to two times his annual base salary, in addition to any severance payments and benefits under his COC Agreement. The aggregate payments and benefits to Mr. McCausland under the COC Agreement and the Amended and Restated Executive Severance Agreement are subject to the Severance Cap. The above description of the Amended and Restated Executive Severance Agreement is qualified in its entirety by reference to the Amended and Restated Executive Severance Agreement filed as Exhibit (e)(6) to this Statement and incorporated herein by reference.

The Airgas, Inc. Severance Pay Plan (the “Severance Pay Plan”) provides severance benefits to all Airgas employees, including the executive officers covered by the COC Agreements (other than Mr. McCausland), in the event of a termination of employment due to (1) a lack of work, (2) a reorganization of the Airgas business, (3) the closing of all or a portion of the executive’s principal workplace or (4) economic conditions. Benefits under the Severance Pay Plan include two weeks of notice pay plus one week of salary for each completed year of service, up to a maximum of 24 weeks of salary. In addition, under the Severance Pay Plan, an eligible participant will be entitled to continued health and welfare benefits during the severance period at the same cost that Airgas employees pay. Benefits under the plan are not available to an executive officer if the executive officer is eligible for similar benefits under a separate severance agreement with Airgas, such as a COC Agreement.

 

7


Table of Contents

The following table presents, with respect to (1) each Airgas Named Executive Officer, and (2) with respect to all Other Executive Officers as a group, an estimate of the amounts of severance benefits payable in the event of a Qualifying Termination, estimated as of February 19, 2010. For a quantification of the Spread Value of vested and unvested options to purchase Airgas Common Shares based on a $60 per share value, see the table above under the heading “Consideration Payable Pursuant to the Offer and the Second-Step Merger.”

 

Name

  Severance Payments ($)   Health and Welfare Benefits ($)

Peter McCausland

Chairman and Chief Executive Officer

  4,550,000   17,152

Michael L. Molinini

Executive Vice President and Chief Operating Officer

  1,192,969   17,152

Robert M. McLaughlin

Senior Vice President and Chief Financial Officer

  841,207   25,807

Leslie J. Graff

Senior Vice President, Corporate Development

  693,591   25,807

B. Shaun Powers, Division President – East

  797,922   25,807

All Other Executive Officers as a group (five individuals)

  2,142,996   83,707

Directors’ Compensation

Under the Airgas director compensation policy, only directors who are not employees of Airgas receive compensation for their services as directors. Non-employee directors receive an annual retainer of $25,000, plus a fee of $1,500 for each Board or committee meeting attended. The Chairmen of the Governance and Compensation Committee and the Finance Committee also receive an additional $3,000 annual retainer, and the Chairman of the Audit Committee receives an additional $5,000 annual retainer. A majority of the directors’ compensation is in the form of immediately exercisable stock options with an exercise price of each option equal to the closing price of Airgas Common Shares on the date of grant. Airgas also reimburses its non-employee directors for their out-of-pocket expenses incurred in connection with attendance at Board, committee and stockholder meetings, and other company business.

Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law (the “DGCL”) permits Airgas to indemnify any of its directors or officers against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, incurred in defense of any action (other than an action by or in the right of Airgas) arising by reason of the fact that he is or was an officer or director of Airgas if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of Airgas and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 145 also permits Airgas to indemnify any such officer or director against expenses incurred in an action by or in the right of Airgas if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of Airgas, except in respect of any matter as to which such person is adjudged to be liable to Airgas, in which case court approval must be sought for indemnification. This statute requires indemnification of such officers and directors against expenses to the extent they may be successful in defending any such action. This statute provides that it is not exclusive of other indemnification that may be granted by the Airgas by-laws, a vote of stockholders or disinterested directors, agreement or otherwise. The statute permits purchase of liability insurance by the registrant on behalf of officers and directors, and Airgas has purchased such insurance.

Article VII of the Airgas bylaws requires indemnification to the fullest extent permitted by, and in the manner permissible under, the laws of the State of Delaware to any person made, or threatened to be made, a

 

8


Table of Contents

party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director or officer of Airgas or any predecessor of Airgas or served any other enterprise as a director or officer at the request of Airgas or any predecessor of Airgas. The indemnification provided for in Article VII is expressly not exclusive of any other rights to which any director or officer may be entitled apart from the provisions of that Article.

 

ITEM 4. THE SOLICITATION OR RECOMMENDATION

Solicitation/Recommendation

After careful consideration, including review of the terms and conditions of the Offer in consultation with Airgas’ financial and legal advisors, the Airgas Board, by unanimous vote at a meeting on February 20, 2010, determined that the Offer is inadequate to Airgas’ stockholders and that the Offer is not in the best interests of Airgas’ stockholders. Accordingly, for the reasons described in more detail below, the Airgas Board unanimously recommends that Airgas’ stockholders reject the Offer and NOT tender their Airgas Common Shares to AP Sub pursuant to the Offer. Please see “– Reasons for Recommendation” below for further detail.

If you have tendered your Airgas Common Shares, you can withdraw them. For assistance in withdrawing your Airgas Common Shares, you can contact your broker or Airgas’ information agent, Innisfree M&A Incorporated, at the address and phone number below.

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders may call toll-free: (877) 687-1875

Banks and brokers may call collect: (212) 750-5833

Copies of the press release and letters to Airgas’ stockholders, employees and customers relating to the recommendation of the Airgas Board to reject the Offer are filed as Exhibits (a)(1), (a)(2), (a)(3) and (a)(5) hereto and are incorporated herein by reference. A copy of the “FAQ” circulated to Airgas’ employees is filed as Exhibit (a)(4) hereto and is incorporated herein by reference.

Background of the Offer and Reasons for Recommendation

Background of the Offer

Airgas was founded by Chairman and Chief Executive Officer Peter McCausland in 1982, and became a publicly traded company in 1986. Through approximately 400 acquisitions and internal growth, including the acquisition from Air Products of its U.S. packaged gas business in 2002 in connection with Air Products’ exit from that business, Airgas has become the largest U.S. distributor of industrial, medical, and specialty gases and related hardgoods, such as welding supplies, and has built the largest national distribution network in the packaged gas industry. Airgas has also become a leading U.S. distributor of safety products, the largest U.S. producer of nitrous oxide and dry ice, the largest liquid carbon dioxide producer in the Southeast, and a leading distributor of process chemicals, refrigerants and ammonia products. Airgas’ more than 14,000 employees work in more than 1,100 locations including branches, cylinder fill plants, air separation plants, production facilities, specialty gas laboratories and regional distribution centers to serve a diversified customer base.

Airgas has delivered superior value to its stockholders since its initial public offering in 1986, with a cumulative total stockholder return (defined as stock price appreciation plus dividends reinvested) of 4,201%1 since that time. This performance represents a compound annual growth rate of total stockholder return of 18% and places Airgas ahead of 94% of companies in the S&P 500 index. We believe that this consistently high growth has been achieved because of our entrepreneurial, service-oriented culture and decentralized management structure. The following charts demonstrate Airgas’ proven track record.

 

1 Market data as of market close on February 4, 2010, one day prior to Air Products’ publicly disclosing its unsolicited proposal.

 

9


Table of Contents

 

LOGO

 

 

10


Table of Contents

 

LOGO

 

 

11


Table of Contents

In mid-October 2009, John McGlade, the Chairman, President and Chief Executive Officer of Air Products, contacted Mr. McCausland and requested to meet without identifying the topic of the meeting. In response to Mr. McGlade’s request, Mr. McCausland met with Mr. McGlade at Airgas’ headquarters on October 15, at which time Mr. McGlade made an unsolicited oral proposal to Mr. McCausland to acquire Airgas for $60 per share on an all-stock basis. Mr. McCausland replied that, while his personal view was that the proposal was inadequate and that it would be a poor time for Airgas to enter into any merger transaction, any decision regarding the proposal would rest with the Airgas Board. Mr. McGlade stated twice during the meeting that Air Products would not proceed on a hostile basis.

Following the meeting with Mr. McGlade, Mr. McCausland telephoned W. Thacher Brown, Airgas’ presiding director at that time, informed him of Mr. McGlade’s unsolicited verbal proposal and discussed whether to convene a special meeting of the Airgas Board in advance of the Airgas Board meeting that had previously been scheduled for November 5 - 7. Mr. McCausland and Mr. Brown decided to discuss the unsolicited proposal with the Airgas Board at the previously scheduled upcoming meeting.

On October 31, 2009, Mr. McGlade telephoned Mr. McCausland to reiterate his proposal and his expectation that it would be presented to, and considered by, the Airgas Board.

At the Airgas Board’s meeting held from November 5 through November 7, 2009, the Airgas Board considered and discussed Airgas’ strategic direction and reviewed Airgas’ five-year strategic and financial plan, which was a product of Airgas’ regular planning process that began in July and was completed in October. In addition, during the meeting, the Airgas Board discussed Air Products’ unsolicited proposal. After careful consideration of presentations by management and advice from its legal advisors and a review of discussions with the Company’s financial advisors, the Airgas Board unanimously concluded that Air Products’ unsolicited proposal grossly undervalued Airgas and, accordingly, that the Airgas Board had no interest in proceeding to discuss further the proposal with Air Products. Mr. McCausland telephoned Mr. McGlade and informed him of the Airgas Board’s determination.

On November 20, 2009, Mr. McGlade telephoned Mr. McCausland and informed Mr. McCausland that he would be sending Mr. McCausland a letter. Mr. McCausland replied that Mr. McGlade stated at their meeting on October 15th that Air Products would not proceed on a hostile basis, to which Mr. McGlade responded that he was under pressure from the Air Products’ board of directors.

On November 20, 2009, Mr. McGlade sent a letter to Mr. McCausland making an unsolicited proposal to acquire Airgas for $60 per share on an all-stock basis, and requesting a meeting with Airgas and its advisors as soon as possible to move expeditiously toward consummating a transaction. The full text of this letter is set forth as Exhibit (a)(7) and is incorporated by reference herein.

On November 25, 2009, Mr. McCausland wrote to Mr. McGlade indicating that the Airgas Board would consider Air Products’ stock-for-stock proposal at its upcoming meeting in early December.

On December 7, 2009, the Airgas Board met to consider Air Products’ unsolicited stock-for-stock proposal. After careful consideration of presentations by management, advice from its legal advisors and financial information and analyses provided to the Company by its financial advisors, the Airgas Board unanimously concluded that Air Products’ unsolicited stock-for-stock proposal grossly undervalued Airgas, was opportunistic and offered an unattractive currency. Accordingly, the Airgas Board unanimously rejected the proposal and concluded that no purpose would be served by meeting with Air Products to discuss further the $60 per share proposal made by Air Products.

In a December 8, 2009 letter to Mr. McGlade, Mr. McCausland confirmed that the Airgas Board had considered Air Products’ unsolicited stock-for-stock proposal and had determined that the proposal was not in the best interest of Airgas’ stockholders and should not be pursued, on the grounds that it grossly undervalues Airgas, proposed an unattractive currency, ignored regulatory issues raised by a combination of the companies and because Airgas’ Board questioned Air Products’ ability to manage Airgas’ business, given Air Products’

 

12


Table of Contents

decision to exit that very line of business just seven years earlier. The letter also informed Air Products that Airgas objected to the law firm Cravath, Swaine & Moore LLP representing Air Products in connection with any possible acquisition of Airgas, and that Airgas had no intention of waiving or ignoring the conflict created thereby. The text of the letter is set forth below:

Dear John:

The Board of Directors of Airgas has considered your letter of November 20, 2009.

As you know, the Airgas Board carefully considered the same proposal several weeks ago and concluded that the proposed stock-for-stock acquisition of Airgas by Air Products is not in the best interests of our shareholders and should not be pursued. We have again carefully reviewed your proposal and have consulted with our legal and financial advisors. At the meeting called to review your November 20 letter, the Board again unanimously authorized me to advise you that it believes that Air Products is grossly undervaluing Airgas and offering a currency that is not attractive. The Board has no interest in pursuing Air Products’ unsolicited proposal.

We can certainly understand why Air Products would find an acquisition of Airgas to be appealing to Air Products and its shareholders. Over the last five and ten year periods, Airgas’ stock has consistently and significantly outperformed Air Products’ stock, having risen 83% over the last five years (vs. 44% for Air Products’ stock) and 387% over the last ten years (vs. 166% for Air Products’ stock). Airgas continues to effectively execute its business plan and is operating well in a difficult environment. We have taken a number of actions that position us to perform even better as the economy improves. Airgas’ management and its Board are extremely enthusiastic about our company’s prospects and are confident of achieving shareholder returns well in excess of what can be derived from Air Products’ proposal.

We also have concerns about Air Products’ ability to effectively manage our business, a business that your company exited just seven years ago. The consistently high growth that we have been able to achieve over many years owes much to our entrepreneurial, service-oriented culture and decentralized management structure. The organizational and management structure at Air Products conflicts with ours and would likely reduce rather than create value.

Your letter ignores any mention of the regulatory issues that a combination of our two companies would raise. These issues would slow the process considerably. In this regard, we note that Air Products failed to obtain U.S. antitrust clearance in its last attempt to acquire a major American industrial gas competitor.

While not a factor in our decision, it is important to mention that the advisors representing your company have serious conflicts of interest that we have no intention of waiving or ignoring. Cravath, Swaine & Moore has served as Airgas’ counsel for financing matters continuously for the past eight years. They have advised us as recently as October (presumably while working with your company on its approach to us) on matters relating to our outstanding indebtedness and our future financing plans. Your legal and financial advisors, from the services they have rendered very recently to Airgas, well understand that the next several months are important ones for our company with respect to its financing plans. It is disturbing that the key advisors on Airgas’ financing team are now representing an adverse party in a potentially hostile transaction.

The Board of Directors of Airgas reiterates the response which I conveyed to you several weeks ago. We are not interested in pursuing your company’s proposal and do not believe that any purpose would be served by a meeting.

Very truly yours,

/s/ Peter McCausland

 

13


Table of Contents

On December 17, 2009, Mr. McGlade sent a letter to Mr. McCausland revising Air Products’ prior $60 per share stock-for-stock proposal, proposing to acquire Airgas for $62 per share with consideration including up to 50% cash. Mr. McGlade stated in the letter that “the timing for this combination is excellent,” citing the fact that “the economy is just beginning to emerge from recession” and Air Products’ belief that waiting “may make the combination less attractive in the future.” Mr. McGlade also stated that Air Products and its advisors formally requested to meet with Airgas and its advisors “as soon as possible” and that the companies “move expeditiously to consummate a transaction.” Mr. McGlade objected to Airgas’ characterization of Air Products’ performance and other aspects of Mr. McCausland’s December 8th letter. The full text of Mr. McGlade’s letter is set forth as Exhibit (a)(8) and is incorporated by reference herein.

On December 21, the Airgas Board met to discuss Air Products’ revised $62 unsolicited proposal and reviewed information provided by management, advice from its legal advisors and financial information and analyses provided to the Company by its financial advisors. On January 4, 2010, the Airgas Board met again to resume consideration of the revised $62 proposal as well as Air Products’ request to meet as soon as possible to move expeditiously to consummate a transaction. After careful consideration of presentations by management, advice from its legal advisors and financial information and analyses provided to the Company by its financial advisors, the Airgas Board unanimously concluded that Air Products’ revised $62 unsolicited proposal, at least half of which was to be paid in Air Products stock, grossly undervalued Airgas and its prospects for continued growth and shareholder value creation. Accordingly, the Airgas Board concluded that no purpose would be served by meeting with Air Products to explore further its unsolicited $62 per share proposal. Mr. McCausland sent the following letter to Mr. McGlade informing him of the determination of the Airgas Board:

Dear John:

Our Board of Directors met and thoroughly considered the proposal set forth in your December 17 letter. It is their unanimous view that the Air Products proposal grossly undervalues Airgas. Therefore, the Board is not interested in pursuing your company’s proposal and continues to believe that there is no reason to meet.

Airgas’ management has consistently created long-term shareholder value, as measured by stock price appreciation and total shareholder returns (stock price appreciation plus dividends).

 

   

In every cumulative annual period since 2000, measured from the first of each calendar year to Dec 31, 2009, Airgas’ stock price has consistently outperformed Air Products’ with the exception of 2009.

 

   

Airgas’ stock price appreciated 80% over the last five years and 415% over the last ten years, compared to just 40% and 145% for Air Products’ shares over the same periods.

 

   

Airgas has achieved total cumulative shareholder returns of 22%, 89%, and 434% over the last three, five and ten years respectively, versus Air Products’ 23%, 56% and 197%. From the time of its initial public offering in December 1986, Airgas’ total shareholder return has exceeded 4,400% as compared to approximately 1,300% for Air Products over the same period.

Airgas’ entrepreneurial culture and customer-centric business model produced operating performance superior to that of Air Products through the last cycle, in expanding and contracting economic conditions. From CY2001 through CY2008, Airgas generated a 24% compound annual growth rate in operating income from continuing operations, compared to Air Products’ 8%.

Airgas’ associates, with the support of our Board of Directors and shareholders, have built the most valuable independent industrial gas company in the world. We have an outstanding performance record, and strong prospects for organic and acquisition growth in the coming years. Air Products’ unsolicited approach is simply an opportunistic attempt to buy Airgas at a bargain price, exploiting a brief anomaly

 

14


Table of Contents

in the historic comparative equity market performance of our two companies, just as the economy begins its recovery. Recent performance alone is not indicative of what our respective companies are capable of achieving. Under the terms of Air Products’ proposal, our shareholders would sacrifice real value and opportunity, and exchange a dynamic growth stock for one that has significantly underperformed Airgas stock over an extended period of time.

While we agree that the benefits of a letter writing campaign between our two companies have been exhausted, we strongly disagree with many of the assertions in your December 17th letter. In particular, we believe that a combination of our two companies could destroy rather than create value; that you underestimate the seriousness of your advisors’ conflicts; and that your characterization of my one conversation with you is inaccurate and misleading.

Air Products’ proposal grossly undervalues Airgas and its prospects for continued growth and shareholder value creation. Accordingly, our Board of Directors is not interested in pursuing your company’s proposal.

Sincerely yours,

/s/ Peter McCausland

Peter McCausland

Chairman and CEO

On February 1, 2010, Air Products’ legal advisor from Cravath telephoned Airgas’ legal advisor, and stated that it was important that a meeting occur between Air Products and Airgas within days rather than weeks, and that it would be best for Air Products’ stockholders, Airgas’ stockholders—as well as “for Peter”—for the parties to reach agreement rapidly on a negotiated sale of Airgas to Air Products. Airgas’ legal advisor stated that they would consult with Airgas regarding the request for a meeting and that any decision whether to meet rested with Airgas.

Later on February 1, representatives of J.P. Morgan, Air Products’ financial advisor, contacted an Airgas financial advisor, and also requested a meeting within days. A representative of J.P. Morgan also requested that the Airgas Board be involved in the decision as to whether to meet with Air Products. During the call, representatives of J.P. Morgan also said that a private negotiation would be better for Airgas, its management and Air Products. Airgas’ financial advisor replied that they would promptly relay Air Products’ urgent request for a meeting to Airgas.

In each of their respective conversations, both the Airgas legal advisor and the Airgas financial advisor noted that, in light of the Airgas Board’s views concerning Air Products’ prior unsolicited proposals, the Airgas directors may well conclude that the last price proposed by Air Products would not represent a sensible basis to hold any meeting to discuss a possible transaction.

On February 2, 2010, Airgas’ financial advisors telephoned Air Products’ financial advisor to inform them that the Airgas Board would evaluate their request to meet at Airgas’ regularly scheduled Board meeting early in the week of February 8th.

Rather than waiting for the response requested from the Airgas Board, Mr. McGlade sent a letter to Mr. McCausland on February 4, 2010 with an unsolicited proposal to acquire Airgas for a reduced price of $60 per share on an all-cash basis. The letter stated again that “the timing for this combination is ideal,” noting that the economy was beginning to emerge from recession, and stated that the proposal offered Airgas stockholders “immediate liquidity.” The letter also stated that Air Products had decided to inform Airgas’ stockholders of its proposal. The full text of this letter is set forth as Exhibit (a)(9) and is incorporated by reference herein.

Also on February 4, Air Products filed an action against Airgas and members of the Airgas Board in the Delaware Chancery Court, alleging breach of fiduciary duty by Airgas’ Board in rejecting Air Products’

 

15


Table of Contents

unsolicited proposals and seeking declaratory and injunctive relief. Please see “Additional Information—Litigation Matters” for more information. Air Products’ complaint stated that Air Products owned 1,508,255 Airgas Common Shares, which Air Products later disclosed that it had acquired in open market purchases from January 20 through February 4 at average daily prices ranging from $43.77 to $49.25. On February 5, 2010, Air Products publicly disclosed its February 4 letter.

The Airgas Board met on the morning of February 5, the fourth occasion on which its members discussed and considered the various unsolicited proposals of Air Products, to consider Air Products’ $60 per share public proposal and, among other matters, to discuss Air Products’ most recent letter. Also on February 5, Airgas commenced litigation against its long-time counsel, Cravath, Swaine & Moore LLP, in the Court of Common Pleas of Philadelphia County, Pennsylvania, seeking damages and an order requiring Cravath to withdraw from its representation of Air Products in connection with its attempted takeover of Airgas based on Cravath’s prior representation of Airgas. Please see “Additional Information—Litigation Matters” for more information.

In a meeting held on February 8 and 9, the Airgas Board again discussed and considered Air Products’ unsolicited proposal, and after careful consideration of presentations by management and its financial advisors, and advice from its legal advisors, unanimously determined that the proposal grossly undervalued Airgas and its future prospects and was not in the best interests of Airgas stockholders. Accordingly, the Airgas Board unanimously rejected the proposal and concluded that no purpose would be served by proceeding to meet with Air Products to discuss the inadequate proposal. On February 9, Mr. McCausland sent the following letter to Mr. McGlade informing him of the Airgas Board’s determination:

Dear John:

The Board of Directors of Airgas has received your letter dated February 4, 2010 proposing that Air Products acquire all of the outstanding shares of Airgas for $60 per share in cash. At a meeting held yesterday and today, the Board of Directors carefully reviewed your company’s latest proposal with the assistance of its financial advisors, Goldman, Sachs & Co. and Bank of America Merrill Lynch, and its legal counsel. After thorough consideration, it is the unanimous view of the Airgas Board of Directors that your unsolicited proposal very significantly undervalues Airgas and its future prospects. Accordingly, the Airgas Board unanimously rejects Air Products’ $60 per share proposal. Moreover, as we informed you in our letter dated January 4, 2010, your company’s prior $62 per share proposal also grossly undervalues Airgas.

Airgas is the largest and most valuable packaged gas business in the world with an unrivaled platform. Airgas continues to effectively execute its business plan and is operating well in a difficult environment. We have taken a number of actions that position us to perform even better as the economy improves. Moreover, Airgas and its stockholders are poised to realize the significant benefits that will result from the substantial infrastructure investment and industry consolidation achieved by Airgas over the last decade. Our country is just beginning to emerge from the worst recession since the Great Depression and your undervalued proposal would deprive our stockholders of the greater value that they will receive simply with the passage of time.

As you are undoubtedly aware, due to the nature of our customers and markets, historically our business has emerged from recession later, but with much greater upside, than yours. Airgas’ management and its Board are extremely enthusiastic about our company’s prospects and are confident of achieving stockholder returns well in excess of what can be derived from Air Products’ unsolicited and opportunistic proposal.

We note that in your presentation dated February 5th, you state that “Timing is excellent” as a justification for pursuing Air Products’ unsolicited proposal at this time. We agree that the “timing is excellent” — for Air Products — but it is a terrible time for Airgas stockholders to sell their company. We

 

16


Table of Contents

can certainly understand why Air Products would find an opportunistic acquisition of Airgas to be appealing to Air Products and its stockholders. However, it makes no sense for the Airgas stockholders to transfer the future value of Airgas to Air Products at a bargain basement price.

Over the last five and ten year periods preceding the public disclosure of your company’s latest proposal, Airgas’ stock has consistently and significantly outperformed Air Products’ stock, having risen 75% over the last five years (vs. 25% for Air Products’ stock) and 471% over the last ten years (vs. 139% for Air Products’ stock). It is in light of this history that we consider your increasingly urgent demands to negotiate concerning Air Products’ various proposals, which in our Board’s unanimous view grossly undervalue our company and its prospects. If the nascent recovery continues and the growth which we anticipate — and are starting to see in our business — were to become reflected in our stock price, Air Products would no longer be able to claim that “timing is excellent.”

Airgas’ business differs significantly from Air Products and your packaged gas operations in Europe have considerably different characteristics than our packaged gas business in the United States. In contrast to your European business, our U.S. business operates in a highly competitive marketplace which demands distribution of numerous products and services to provide value to our customers. Your company exited that business just eight years ago, selling it to us when it was in disarray. The consistently high growth that we have been able to achieve over many years owes much to our entrepreneurial, service-oriented culture and decentralized management structure. We are, at our core, a “people” business which has succeeded by effectively motivating our more than 14,000 associates. We believe, based upon our own extensive experiences with Air Products, that the acquisition you are proposing would reduce rather than enhance stockholder value.

We understand that market credibility is paramount and Airgas has, over time, performed significantly better than Air Products on almost any metric, often exceeding market expectations. But we believe that how a company conducts its business is important too. You have chosen legal and financial advisors that have conflicts, even after we expressed our strong objections. That is wholly inappropriate and why we commenced litigation against your legal advisor. We have an affirmative obligation to protect Airgas stockholders and this includes taking the necessary steps to protect our stockholders against grossly undervalued proposals. Our board, which collectively beneficially owns more than 10% of the outstanding common stock, is focused solely on the best interests of our stockholders.

Our Board of Directors, our management team and our thousands of associates are dedicated to creating value for all of our stockholders and that is exactly what we will continue to do by executing on our strategic plan.

Very truly yours,

/s/ Peter McCausland

On February 11, 2010, Air Products and AP Sub commenced the Offer at the same $60.00 price per share in cash as the proposal described in Air Products’ letter dated February 4. On the same day, Airgas issued a press release requesting that its stockholders take no action in response to the Offer and informing its stockholders that the Airgas Board, in consultation with its independent financial and legal advisors, intends to advise stockholders of its formal position regarding the Offer within ten business days by making available to stockholders and filing with the SEC a solicitation/recommendation statement on Schedule 14D-9.

On February 20, 2010, the Airgas Board met to review the terms of the Offer with the assistance of its financial advisors, Merrill Lynch, Pierce, Fenner & Smith Incorporated (which we refer to as Bank of America Merrill Lynch) and Goldman, Sachs & Co. (which we refer to as Goldman Sachs), and legal advisor, Wachtell, Lipton, Rosen & Katz. During this meeting Bank of America Merrill Lynch and Goldman Sachs each rendered an oral opinion to the Airgas Board, subsequently confirmed in writing, that as of February 20, 2010 and based

 

17


Table of Contents

upon and subject to the factors and assumptions set forth in the written opinions, the consideration proposed to be paid to the holders of Airgas Common Shares (other than AP Sub and its affiliates) pursuant to the Offer was inadequate from a financial point of view to such holders. At the meeting, the Airgas Board unanimously reconfirmed its prior determination that the Offer grossly undervalues Airgas and is not in the best interests of Airgas and its stockholders. Accordingly, the Airgas Board unanimously determined to recommend that the Airgas stockholders reject the Offer and not tender their Airgas Common Shares into the Offer. The full text of the respective written opinions of Bank of America Merrill Lynch and Goldman Sachs, each dated February 20, 2010, and each of which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with such opinion, are attached as Annexes B and C, respectively. Bank of America Merrill Lynch and Goldman Sachs provided their respective opinions for the information and assistance of the Airgas Board in connection with its consideration of the Offer. The opinions of Bank of America Merrill Lynch and Goldman Sachs are not a recommendation as to whether or not any holder of Airgas Common Shares should tender such Airgas Common Shares in connection with the Offer or any other matter.

Reasons for Recommendation

In reaching the conclusions and in making the recommendation described above, the Airgas Board consulted with Airgas’ management and financial and legal advisors, and took into account numerous factors, including but not limited to the factors listed below.

The Airgas Board believes that the Offer grossly undervalues Airgas in light of Airgas’ extraordinary track record and growth prospects, that the Offer’s timing is extremely opportunistic, and that regulatory concerns and the Offer’s litany of conditions create significant uncertainty as to when – if ever – Airgas stockholders would receive consideration under the Offer. In addition, Air Products’ tactics are calculated to divert attention from the Offer’s serious deficiencies. The Airgas Board is confident that Airgas will, consistent with its history, deliver greater value to its stockholders by executing its strategic plan than would be obtained under the Offer.

 

I) The Offer grossly undervalues Airgas

The Board believes that the Offer grossly undervalues Airgas as it does not reflect the underlying value of Airgas’ assets, operations and strategic plan, including its industry-leading position, unrivaled platform and future growth prospects. Since its founding, Airgas has delivered extraordinary results for its stockholders and, by virtue of its industry position, strategic direction, management and culture, Airgas is poised to continue to provide extraordinary results for its stockholders. Thus, the Board believes that the Offer is disadvantageous to Airgas stockholders:

 

   

The Offer does not reflect the value inherent in Airgas’ future prospects. The Airgas Board has carefully reviewed, and in November approved, our Company’s five-year strategic and financial plan, which was the product of our customary planning process, which for the current plan commenced in July 2009 and was completed in October 2009. The Airgas Board has a high degree of confidence in management’s plans and in the strategic planning process. This confidence is supported by Airgas’ history of achieving or exceeding its strategic plans over many years and through many business cycles.

The Board believes that the value to stockholders reflected in the Company’s current strategic plan, derived by applying present value calculations to Airgas’ projected future stock prices, is equal to or greater than the value achievable for stockholders with the Offer. The standalone values of Airgas from executing its strategic plan considered by the Airgas Board do not give effect to any control premium. The Airgas Board’s belief has been corroborated by industry analysts and financial commentators who have issued reports and made statements that the Offer significantly undervalues Airgas’ prospects. Thus, our Board believes that Airgas will deliver more value to Airgas stockholders by operating the business in accordance with the current strategic plan than by accepting the Offer.

 

18


Table of Contents
   

Airgas’ extraordinary historical results provide the Board confidence as to Airgas’ future. Airgas has delivered superior value to its stockholders since its initial public offering in 1986, with a cumulative total stockholder return (defined as stock price appreciation plus dividends reinvested) of 4,201%2 since that time, which represents a compound annual growth rate of 18% and places Airgas ahead of 94% of companies in the S&P 500 index. Our record of sustained growth for the calendar years 2001-2009 is similarly stellar: the compound annual growth rate during that period for revenues, EBITDA, adjusted cash from operations3 and diluted earnings per share are 11%, 17%, 21% and 20%, respectively. Importantly, the drivers of our historical success remain in place to enable our Company to continue its extraordinary performance.

A comparison of Airgas’ performance to Air Products’ is also instructive. With the exception of the 2009 calendar year, in every cumulative annual period since 2000, measured from the first of each calendar year to December 31, 2009, Airgas’ stock price has consistently outperformed that of Air Products. Airgas’ stock price appreciated 80% over the last five years and 415% over the last ten years, compared to just 40% and 145% for Air Products’ shares over the same periods. In addition, Airgas has achieved total cumulative stockholder returns of 89% and 435% over the last five and ten years, respectively, versus Air Products’ 56% and 198%. Airgas has also significantly outperformed Air Products in compound annual growth rate of revenue and earnings per share since 2001. For the calendar years 2001 through 2008, Airgas generated a 24% compound annual growth rate in operating income from continuing operations, compared to Air Products’ 8%.

 

   

The Offer does not reflect the value of Airgas as the largest and most valuable packaged gas business in the world with an unrivaled platform. Airgas is the largest U.S. distributor of industrial, medical and specialty gases (delivered in “packaged” or cylinder form) and hardgoods, such as welding equipment and supplies. The U.S. remains the largest market for these products in the world and even Air Products has publicly acknowledged its expectations that North America will account for more than a quarter of global GDP growth in the next five years. Airgas’ position in its industry is preeminent and the Company is poised to continue to enhance stockholder value through organic growth and acquisitions. Airgas’ national scale, strong local presence and broad product and service offerings deliver a compelling value proposition to its diversified customer base in a very attractive market.

 

   

Airgas has a unique culture that propels its success. We believe that Airgas’ record of successful growth and excellent results for our stockholders, sustained over many years, has been achieved because of our entrepreneurial, service-oriented culture and decentralized management structure. A major contributor to these results has been our “ownership culture,” as exemplified by our Board’s ownership of more than 10% of the outstanding Airgas Common Shares, and by the fact that many of our associates have invested in Airgas through 401(k) accounts, the Employee Stock Purchase Plan and personal accounts. This ownership culture is one of Airgas’ distinctive strengths.

We believe that our directors’ substantial investment in the Company is a very positive factor, affirming their faith in our Company and indicating that their interests are aligned with the interests of the other stockholders. As a result of our ownership culture, our directors, management and associates are highly incentivized to maximize stockholder value.

 

2

Market data as of market close on February 4, 2010, one day prior to Air Products’ publicly disclosing its unsolicited proposal.

3 Reconciliation of adjusted cash from operations is available on the airgas.com website –Investor Info/GAAP Reconciliation and is also available in the appendix of the presentation filed as Exhibit (a)(6) hereto.

 

19


Table of Contents
II) The timing of the Offer is extremely opportunistic

The Board believes that the timing of the Offer is extremely opportunistic and disadvantageous to Airgas stockholders:

 

   

The timing of the Offer is extremely opportunistic. Airgas’ EBITDA has increased every year over the prior year for the past 22 years preceding the 2009 recession, with only a few very minor exceptions. The timing of the Offer seeks to exploit Airgas’ only significant decline in annual EBITDA in 22 years,

 

as can be seen in the chart entitled “Proven Track Record” under “—Background of the Offer”, as well as a 10% stock price decline in a single trading day (January 29) attributable to, in our view, a significant market overreaction to a 2 cent miss in quarterly earnings guidance. We believe that Air Products—whose fiscal 2009 earnings were more than 20% below the low end of its initial guidance for that year—clearly understands this, but is attempting to create and seize an opportunity by incorrectly attributing great significance to our most recent quarterly results. The Airgas Board believes the difference between the $0.67 low-end of earnings guidance and the reported $0.65 of adjusted earnings per share4 for Airgas’ most recently completed quarter does not affect Airgas’ earnings capacity or intrinsic value.

 

   

Airgas historically lags going into and out of recessionary periods and emerges with significant upside. Over the past decade, Airgas has made a substantial investment in infrastructure and achieved the preeminent position in a consolidating industry. Historically, Airgas has emerged strongly from recessionary periods, as evidenced by a 346% increase in the trading price of Airgas Common Shares in the 22 months from June 2000. Airgas’ same-store sales are now beginning to rebound, and the most recently completed quarter reflected the first sequential improvement in daily sales in a year. Airgas and its stockholders are poised to realize significant benefits as the economy emerges from the worst recession since the Great Depression, making this precisely the wrong time to sell Airgas.

 

   

Air Products’ tactics seek to disadvantage Airgas stockholders. We believe Air Products’ extreme urgency in launching the Offer—an offer which in our view cannot be completed for many months—reflects its desire to act when the claimed premium would appear attractive. For example, the average closing price of Airgas shares in January and February before public announcement of Air Products’ $60 proposal was $47.34; the average daily prices which Air Products paid in their open market purchases of Airgas shares prior to the decline in stock price on January 29 was between $47.09 and $49.25 per share. Thus, when the Airgas closing price was $43.53 on February 4, Air Products acted to take advantage of a temporary valuation anomaly in its attempt to transfer the future value of Airgas to Air Products at a bargain basement price.

 

   

Air Products well knows that the risk to the success of its Offer increases dramatically as Airgas resumes the growth and success which have been the hallmarks of its performance over its history. Air Products has repeatedly declared that “the timing for this combination is ideal” and “the timing for this combination is excellent... [t]he economy is just beginning to emerge from recession...” The timing is excellent for Air Products—but very poor for Airgas stockholders—in light of the depressed value of the Airgas Common Shares prior to the announcement of the Offer. We believe that Air Products decided that it could not wait any longer to launch its Offer because the improving economic conditions that Air Products observed were at risk of soon becoming reflected in Airgas’ stock price.

 

III) Airgas has received inadequacy opinions from its financial advisors

The Airgas Board considered the fact that Bank of America Merrill Lynch and Goldman Sachs each rendered an opinion to the Airgas Board, subsequently confirmed in writing, that as of February 20, 2010 and based upon and subject to the factors and assumptions set forth in the written opinions, the consideration

 

4 Airgas’ adjusted earnings per diluted share of $0.65 for the three months ended December 31, 2009 is the sum of the following: (1) earnings per share of $0.56, (2) a debt extinguishment charge of $0.05, and (3) a multi-employer pension plan withdrawal charge of $0.04. Please see Airgas’ Current Report on Form 8-K filed with the Commission on January 28, 2010 for more information.

 

20


Table of Contents

proposed to be paid to the holders of Airgas Common Shares (other than AP Sub or its affiliates) pursuant to the Offer was inadequate from a financial point of view to such holders. The full text of the respective written opinions of Bank of America Merrill Lynch and Goldman Sachs, each dated February 20, 2010, and each of which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with such opinion, are attached as Annexes B and C, respectively. Bank of America Merrill Lynch and Goldman Sachs provided their respective opinions for the information and assistance of the Airgas Board in connection with its consideration of the Offer. The opinions of Bank of America Merrill Lynch and Goldman Sachs are not a recommendation as to whether or not any holder of Airgas Common Shares should tender such Airgas Common Shares in connection with the Offer or any other matter.

 

IV) The Offer is highly uncertain and would provide considerably deferred value

The Board believes that the Offer is highly uncertain and would require a significant amount of time to complete, even under the most favorable circumstances.

 

   

The Offer is subject to significant regulatory concerns. Despite Air Products’ public statements designed to minimize the regulatory risks of its Offer, those regulatory risks are significant. In Airgas’ view, the Offer is highly likely to result in the issuance of a “second request” by United States antitrust authorities under the HSR Act. A second request could result in a substantial delay before Airgas stockholders would receive the “certain” value which Air Products claims to be offering. Thus, any comparison of the “current” value which Air Products claims to be offering against the benefits of Airgas’ continued operations must take into account both the time value of money and the likelihood, in our Board’s view, that Airgas’ historically excellent performance will resume.

 

   

The regulatory concerns are amplified because Air Products failed to clear regulatory hurdles in its last attempt to acquire a major American industrial gas company. In 2000, Air Products abandoned its offer to acquire the U.S. operations of The BOC Group following its failure to obtain antitrust clearance—despite publicly claiming it had “developed a detailed divestiture plan that addressed the competitive issues.” Notwithstanding Air Products’ failure to obtain U.S. antitrust clearance in its last attempt to acquire a major American industrial gas company, the Offer does not contain a commitment that Air Products will take all actions necessary to obtain the approvals required to consummate the proposed acquisition. Therefore, the carefully crafted statement in Air Products’ Offer that Air Products is “prepared to make appropriate divestitures” to obtain necessary regulatory approvals provides little comfort. These concerns are exacerbated by Air Products’ history and by the many subjective and “hair trigger” conditions set forth in their Offer, as described below.

 

V) The quantity and nature of the Offer’s conditions create major uncertainty and risk

The Board believes that the numerous conditions set forth in the Offer create significant uncertainty and risk as to whether the Offer can be completed and the timing for completion.

 

   

The Offer contains an extraordinarily lengthy list of conditions. As described under Item 2 and in Annex A of the Offer, the Offer is subject to numerous conditions, including, among others, the following conditions:

 

   

the Impairment Condition,

   

No Material Adverse Effect Condition,

   

the Market Index Condition,

   

the No Lawsuits Condition,

   

the No Diminution of Benefits Condition,

   

the No Material Change Condition,

   

the No Adverse Effect on Contracts Condition,

   

the Stockholder Ownership Condition,

   

the Minimum Tender Condition,

   

the Rights Plan Condition,

 

21


Table of Contents
   

the Section 203 Condition,

   

the Certificate Condition, and

   

the HSR Condition.

 

   

Airgas stockholders have no assurance that the Offer will ever be completed. The Offer is illusory, as some of the Offer’s conditions will not be satisfied as a result of Airgas’ publicly disclosed documents and previously announced plans, while others are subject to de minimis materiality standards and can be invoked by Air Products in its sole discretion. The illusory nature of the Offer is illustrated by the condition that will not be satisfied if Airgas pays its already-declared regular quarterly dividend. On January 28, 2010, Airgas raised its quarterly cash dividend to $0.22 per share, which was Airgas’ fifth dividend increase in the past three years. Payment of this dividend, which was publicly announced prior to the Offer to be payable on March 31, 2010 to stockholders of record as of March 15, 2010 (which dividend declaration is described in Air Products’ Schedule TO), will enable Air Products to terminate its Offer pursuant to its terms. Another example of the Offer’s illusory nature is that Air Products, under the terms of the Offer, is permitted to terminate the Offer if any indebtedness of Airgas is subject to acceleration or otherwise adversely affected in connection with the Offer—notwithstanding that Airgas’ publicly available debt instruments, such as its credit agreement, provide for acceleration and/or similar rights in the event that the Offer is consummated. In addition, many of the conditions to the Offer are subject to Air Products’ sole discretion and many establish a de minimis materiality standard making it easy for Air Products to claim that a condition is not satisfied and terminate the Offer. Indeed, Air Products would have the right to declare a condition not satisfied even if the failure to be satisfied was caused by the action or inaction of Air Products.

 

VI) Air Products’ tactics have been designed to distract and divert attention from the grossly inadequate and highly opportunistic nature of its Offer

 

   

Air Products’ increasingly shrill complaints are designed to divert attention from the grossly inadequate nature of Air Products’ Offer—an offer that the Airgas Board believes is so deficient that it does not make sense as a starting point for any negotiations.

 

   

Air Products attempt to treat Airgas’ third quarter earnings as indicative of Airgas’ intrinsic value is a deliberate effort to “talk down” the value of the company it seeks to opportunistically acquire and to divert attention from Airgas’ sustained record of extraordinary performance as well as the grossly undervalued price Air Products is seeking to pay.

 

   

Air Products’ pre-planned strategy of attacking Airgas’ Chairman reflects, in our view, a total misunderstanding of Airgas’ culture, which would impede Air Products’ ability to run Airgas successfully. This strategy was foreshadowed by Air Products’ legal advisor in the urgent request for a meeting in early February and the cynical, spurious assertions about indisputably lawful option exercises. The shocked reactions of Airgas’ associates to Air Products’ tactics portend serious problems for Air Products if it were to succeed in acquiring Airgas.

 

   

Air Products’ assertions that our Chairman, who is Airgas’ largest stockholder, has a conflict of interest in considering the Offer, is, in our Board’s view, illogical and disingenuous. The Airgas Board regards these assertions to be part of Air Products’ pre-planned strategy of attacking our Chairman. In stark contrast to Airgas’ ownership culture, seven of Air Products’ eleven directors own no stock in Air Products according to Air Products’ definitive proxy statement for its recent annual meeting of stockholders. In addition, Air Products’ Chairman’s disclosed annual compensation for fiscal year 2009 is more than five times greater than the value of the unrestricted shares of Air Products that he owns.5

 

5

This calculation is derived from Air Products’ definitive proxy statement for its most recent annual meeting of stockholders and assumes an Air Products stock price of $70. It does not include awards made to Mr. McGlade of restricted stock, stock options and deferred stock units.

 

22


Table of Contents
VII) An acquisition of Airgas by Air Products would likely reduce rather than enhance stockholder value

Air Products has a poor acquisition track record, little experience relevant to Airgas’ business and a synergy plan that demonstrates its fundamental misunderstanding of our business. This is particularly concerning if Air Products again revises its Offer to include stock.

 

   

Air Products has intentionally downplayed the significant differences between the European and U.S. packaged gas industries. The packaged gas industries in the U.S. and Europe, in fact, have very little in common. In contrast to Air Products’ European business, Airgas’ U.S. business operates in a highly competitive marketplace in which customers demand distribution of numerous products and services, commonly on a just-in-time basis. Air Products’ European packaged gas business, which is much smaller than Airgas’, operates in a more consolidated and vertically integrated environment. Airgas’ concerns were significantly heightened by remarks which Air Products’ Chairman made on February 17 at an industry conference. In these remarks, Air Products’ Chairman touted “supply chain synergies” to be derived by Air Products from consolidating filling locations, consolidating gas plant locations, moving from local delivery to hub-and-spoke delivery and utilizing shared services for packaged gas operations and project management.

Air Products’ repeated suggestions that a lack of scale was the reason they were unsuccessful in the U.S. packaged gas business years ago, and that the scale of Airgas’ business in the U.S. will allow for “synergies” to be achieved now, are misguided. In this regard, when we acquired Air Products’ packaged gas distribution business in 2002, the business had been deprived of capital and was struggling to provide competitive levels of customer service. We are concerned that Air Products is once again demonstrating a fundamental misunderstanding of the highly local, customer-centric nature of the U.S. packaged gas distribution business. We believe that its restructuring of our business model would significantly harm relations with customers, strengthen competitors, ultimately cause severe damage to the business that we have nurtured and developed over nearly 30 years, and reduce rather than enhance stockholder value.

 

   

Air Products’ acquisition history raises serious concerns. Air Products’ acquisition history raises serious questions about its ability to successfully manage Airgas were it to succeed in acquiring our company. In the past 10 years, Air Products has spent $1.8 billion on acquisitions and recorded approximately $400 million of impairments and losses related to those acquisitions. In contrast, Airgas has executed more than four times the number of acquisitions as Air Products in the last decade, while recording less than 1/10th of the acquisition and restructuring charges related to acquisitions as Air Products did during this time. Included in this destruction of stockholder value through acquisitions is Air Products’ failed integration of American Homecare Supply, which it purchased in 2002 for approximately $165 million. Over the ensuing three years, Air Products spent over $200 million on acquiring additional homecare businesses. After continued underperformance of its home healthcare businesses, Air Products announced a strategic option review in April 2008. Air Products proceeded to sell its entire home healthcare portfolio in 2008 and 2009 and recorded pre-tax impairment charges of $329.2 million in 2008 and $48.7 million in 2009. In addition, a similar example of stockholder value destruction is Air Products’ incurrence of $730 million in charges and losses on unwinding currency hedges related to its aborted attempt to acquire The BOC Group, an acquisition Air Products could not complete because it failed to obtain antitrust clearance for the proposed transaction.

The foregoing discussion of the information and factors considered by the Board is not meant to be exhaustive, but includes the material information, factors and analyses considered by the Board in reaching its conclusions and recommendations. The members of the Airgas Board evaluated the various factors listed above in light of their knowledge of the business, financial condition and prospects of Airgas and considered the advice of the Board’s financial and legal advisors. In light of the number and variety of factors that the Board considered, the members of the Board did not find it practicable to assign relative weights to the foregoing

 

23


Table of Contents

factors. However, the recommendation of the Board was made after considering the totality of the information and factors involved. In addition, individual members of the Board may have given different weight to different factors.

In light of the factors described above, the Airgas Board has unanimously determined that the Offer is not in the best interests of Airgas’ stockholders. Therefore, the Airgas Board unanimously recommends that the stockholders reject the Offer and not tender their shares to Air Products for purchase pursuant to the Offer.

 

ITEM 5. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED

Airgas has retained Bank of America Merrill Lynch and Goldman Sachs Group in connection with, among other things, Airgas’ analysis and consideration of, and response to, the Offer. Both financial advisors will be paid customary fees for such services, will be reimbursed for their respective reasonable out-of-pocket expenses (including fees and disbursements of their respective legal counsel), and will be indemnified against certain liabilities relating to or arising out of the engagement.

Airgas has engaged Innisfree M&A Incorporated (“Innisfree”) to assist it in connection with Airgas’ communications with its stockholders in connection with the Offer. Airgas has agreed to pay customary compensation to Innisfree for such services. In addition, Airgas has agreed to reimburse Innisfree for its reasonable out-of-pocket expenses and to indemnify it and certain related persons against certain liabilities relating to or arising out of the engagement.

Airgas has also retained Joele Frank, Wilkinson Brimmer Katcher (“Joele Frank”) as its public relations advisor in connection with the Offer. Airgas has agreed to pay customary compensation to Joele Frank for such services. In addition, Airgas has agreed to reimburse Joele Frank for its reasonable out-of-pocket expenses and to indemnify it and certain related persons against certain liabilities relating to or arising out of the engagement.

Except as set forth above, neither Airgas nor any person acting on its behalf has or currently intends to employ, retain or compensate any person to make solicitations or recommendations to the stockholders of Airgas on its behalf with respect to the Offer.

 

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY

No transactions with respect to Airgas Common Shares have been effected by Airgas or, to Airgas’ knowledge after making reasonable inquiry, by any of its executive officers, directors, affiliates or subsidiaries during the past 60 days, except as described below:

 

Name of Person

   Transaction Date    Number
of Shares
   Price Per
Share ($)
  

Nature of Transaction

Leslie J. Graff

   February 8, 2010    2,000    6.94    Exercise of Stock Options

Peter McCausland

   January 5, 2010    150,000    8.99    Exercise of Stock Options

Peter McCausland

   January 5, 2010    150,000    5.50    Exercise of Stock Options

Paula A. Sneed

   December 31, 2009    8.81    N/A    Award of Phantom Stock pursuant to Airgas’ deferred compensation plan as a result of reinvestment under the plan of dividends declared and paid with respect to shares of Airgas Common Shares underlying the Phantom Stock

The transactions described above were executed in accordance with applicable law and company policy, including preclearance by company counsel of stock option exercises.

 

24


Table of Contents
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

Airgas routinely maintains contact with other participants in its industry regarding a wide range of business transactions. It has not ceased, and has no intention of ceasing, such activity as a result of the Offer. Airgas’ policy has been, and continues to be, not to disclose the existence or content of any such discussions with third parties (except as may be required by law) as any such disclosure could jeopardize any future negotiations that Airgas may conduct.

Except as described in the preceding paragraph or otherwise set forth in this Statement (including in the Exhibits to this Statement) or as incorporated in this Statement by reference, Airgas is not currently undertaking or engaged in any negotiations in response to the Offer that relate to, or would result in, (i) a tender offer for, or other acquisition of, Airgas Common Shares by Airgas, any of its subsidiaries or any other person, (ii) any extraordinary transaction, such as a merger, reorganization or liquidation, involving Airgas or any of its subsidiaries, (iii) any purchase, sale or transfer of a material amount of assets of Airgas or any of its subsidiaries or (iv) any material change in the present dividend rate or policy, or indebtedness or capitalization, of Airgas.

Except as described above or otherwise set forth in this Statement (including in the Exhibits to this Statement) or as incorporated in this Statement by reference, there are no transactions, resolutions of the Board, agreements in principle or signed contracts in response to the Offer that relate to, or would result in, one or more of the events referred to in the preceding paragraph.

 

ITEM 8. ADDITIONAL INFORMATION

Litigation Matters

On February 4, 2010, Air Products filed an action against Airgas and members of its Board in the Delaware Court of Chancery, styled Air Products and Chemicals, Inc. v. Airgas, Inc., et al., Civil Action No. 5249-CC (the “Delaware Action”). In the suit, Air Products seeks an order declaring, among other things, that members of Airgas’ Board breached their fiduciary duties in considering and rejecting Air Products’ offers and by not forming a special committee of independent directors to consider and negotiate Air Products’ offers; compelling the members of Airgas’ Board to form a special committee of independent directors to consider and negotiate Air Products’ offer; enjoining Airgas and the members of its Board from actions that would interfere with Air Products’ offer in violation of their fiduciary duties; and awarding Air Products costs and attorneys’ fees. On February 11, 2010, Air Products filed an amended complaint, adding a claim that members of Airgas’ Board breached their fiduciary duties by permitting Airgas Chairman and Chief Executive Officer Peter McCausland to exercise options to purchase 300,000 shares of Airgas stock. In addition, the Amended Complaint seeks an order declaring that Cravath, Swaine & Moore LLP, counsel to Air Products, is not disqualified from advising Air Products. On February 15, 2009, Air Products filed a motion in the Delaware Action seeking a determination that Cravath is not disqualified from advising Air Products and may appear in the action on behalf of Air Products. On February 22, 2010, the Company and its directors will file an Answer in the Delaware Action denying the material allegations of the Amended Complaint. The Company and its directors believe that the claims made by Air Products are without merit and intend to defend them vigorously.

On February 5, 2010, Airgas commenced litigation against Cravath in the Court of Common Pleas of Philadelphia County, Pennsylvania, styled Airgas, Inc. v. Cravath, Swaine & Moore, LLP, Civil Action No. 000857 Feb. 5, 2010) (the “Pennsylvania Action”). In the action, Airgas alleges that Cravath is conflicted from representing Air Products in its attempted acquisition of Airgas because Airgas is a client of Cravath and seeks, among other things, an injunction restraining Cravath from representing Air Products in connection with its offer for Airgas and damages. On February 9, 2010, the Court in the Pennsylvania Action denied Airgas’ motion for a temporary restraining order and scheduled an evidentiary hearing on Airgas’ motion for a preliminary injunction for February 16, 2010. On February 12, 2010, Cravath removed the Pennsylvania Action to the United States District Court for the Eastern District of Pennsylvania, styled Airgas, Inc. v. Cravath

 

25


Table of Contents

Swaine & Moore, LLP, No. 10-CV-612. On February 16, 2010, Cravath filed a motion asking the Court to abstain and/or stay consideration of Airgas’ motion to disqualify Cravath in light of Air Products’ claim in the Delaware Action, which motion Airgas opposed on February 17, 2010. If Cravath’s motion is granted, the Company will proceed with its motion to disqualify Cravath in the Delaware Action.

Five putative class action lawsuits have been commenced by Airgas stockholders against Airgas and/or the members of the Airgas Board in the Delaware Court of Chancery, styled Hollywood Police Officers’ Retirement System v. Airgas, Inc., et al., Civil Action No. 5256-CC (filed Feb. 9, 2010); Montgomery County Employees’ Ret. Fund v. Airgas, Inc., et al., Civil Action No. 5259-CC (filed Feb. 9, 2010); City of Pontiac Gen. Employees’ Ret. System & City of Pontiac Policemen’s & Firemen’s Ret. System v. Peter McCausland., et al., Civil Action No. 5262-CC (filed Feb. 9, 2010); La. Mun. Police Employees’ Ret. System v. Airgas, Inc., et al., Civil Action No. 5264-CC (filed Feb. 10, 2010); and Plumbers’ Union Local No. 12 Pension Fund v. W. Thacher Brown., et al., Civil Action No. 5271-CC (filed Feb. 16, 2010). These suits variously allege, among other things, that the Airgas Board violated its fiduciary duties to Airgas stockholders in considering and rejecting Air Products’ offers. The plaintiffs variously seek an order declaring the Airgas Board breached its fiduciary duties; requiring the Airgas Board to evaluate Air Products’ offers and/or alternative transactions that would maximize stockholder value, including conducting an auction of Airgas and/or a market-check of Airgas’ value; restricting the Airgas Board’s use of certain defensive provisions including its Rights Plan; and awarding compensatory damages, costs and attorneys’ fees. The Company and its directors believe that the claims made by the stockholder plaintiffs are without merit and intend to defend them vigorously.

Regulatory Approvals

U.S. Antitrust Clearance

Under the HSR Act, Air Products is required to file a Notification and Report Form with the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) and the Federal Trade Commission (the “FTC”) relating to its proposed acquisition of Airgas. Airgas will be required to submit a responsive Notification and Report Form with the FTC and the Antitrust Division on or before 5:00 p.m. on the tenth day following Air Products’ filing of its Notification and Report Form. In its Schedule TO, AP Sub stated that Air Products plans to file a Notification and Report Form “as promptly as possible after the date hereof.” To our knowledge, Air Products has not yet filed any Notification and Report Form with the Antitrust Division or the FTC in connection with the Offer.

Under the provisions of the HSR Act applicable to the Offer, the acquisition of Airgas voting securities pursuant to the Offer may be consummated following the expiration of a 15-day waiting period following the filing by Air Products of its Notification and Report Form with respect to the Offer, unless Air Products receives a request for additional information or documentary material from the Antitrust Division or the FTC or unless the antitrust agencies grant early termination of the waiting period. If, within the initial 15-day waiting period, either the Antitrust Division or the FTC issues a request for additional information or documentary material concerning the Offer, the waiting period will expire 10 days after the date Air Products certifies substantial compliance with the request, unless otherwise extended by court order.

At any time before or after Air Products’ acquisition of Airgas voting securities pursuant to the Offer, the Antitrust Division or the FTC could take such action under the antitrust laws as either deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Airgas voting securities pursuant to the Offer, or seeking the divestiture of Airgas voting securities acquired by Air Products or the divestiture of substantial assets of Airgas or its subsidiaries or Air Products or its subsidiaries. State attorneys general and private parties may also bring legal action under the antitrust laws. There can be no assurance that a challenge to the Offer on antitrust grounds will not be made, or, if such a challenge is made, the result thereof.

If any waiting period under the HSR Act applicable to the Offer has not expired or been terminated prior to the expiration date of the Offer, or if the FTC, the Antitrust Division, a state attorney general, or a private party obtains an order enjoining the purchase of Airgas voting securities, then Air Products will not be obligated to proceed with the Offer or the purchase of any Airgas voting securities not previously purchased pursuant to the

 

26


Table of Contents

Offer. Additionally, Air Products may terminate the Offer if any action, proceeding, injunction, order or decree becomes applicable to Air Products that seeks to restrain or prohibit the exercise by Air Products of its full rights of ownership or operation of all or a portion of Air Products’ business or assets or those of Airgas. Please see Annex A for more information regarding conditions to the Offer.

Foreign Antitrust Considerations

Airgas conducts operations outside the United States, principally in Canada and to a lesser extent Mexico, Russia, Dubai and Europe. In the fiscal year ended March 31, 2009, Airgas’ revenues derived from foreign countries based on the point of sale were $86 million. The Offer may be subject to antitrust filings in those countries. Competition authorities in those countries may refuse to grant required approvals or clearances, bring legal action under applicable foreign antitrust laws seeking to enjoin the purchase of Airgas voting securities pursuant to the Offer, or seek the divestiture of Airgas voting securities acquired by Air Products or the divestiture of substantial assets of Airgas or its subsidiaries or Air Products or its subsidiaries. There can be no assurance that Air Products will obtain all required foreign antitrust approvals or clearances or that a challenge to the Offer by foreign competition authorities will not be made, or, if such a challenge is made, the result thereof.

Delaware Business Combinations Statute

Airgas is subject to the provisions of Section 203 of the DGCL, which imposes certain restrictions upon business combinations involving Airgas. The following description is not complete and is qualified in its entirety by reference to the provisions of Section 203 of the DGCL. In general, Section 203 of the DGCL prevents a Delaware corporation such as Airgas from engaging in a “business combination” (which is defined to include a variety of transactions, including mergers such as the Second-Step Merger proposed by Air Products) with an “interested stockholder” for a period of three years following the time such person became an interested stockholder unless:

 

   

prior to such time the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

 

   

upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

 

   

at or subsequent to such time the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

For purposes of Section 203 of the DGCL, the term “interested stockholder” generally means any person (other than the corporation and any direct or indirect majority-owned subsidiary of the corporation) that (i) is the owner of 15% or more of the outstanding voting stock of the corporation, or (ii) is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder; and the affiliates and associates of such person.

A Delaware corporation may elect not to be covered by Section 203 of the DGCL in its original certificate of incorporation or through an amendment to its certificate of incorporation or bylaws approved by its stockholders. An amendment electing not to be governed by Section 203 of the DGCL is not effective until 12 months after the adoption of such amendment and does not apply to any business combination between a Delaware corporation and any person who became an interested stockholder of such corporation on or prior to such adoption.

 

27


Table of Contents

Neither Airgas’ Certificate nor Bylaws exclude Airgas from the coverage of Section 203 of the DGCL. Unless Air Products’ acquisition of 15% or more of the Airgas Common Shares is approved by the Board before the Offer closes, Section 203 of the DGCL will prohibit consummation of the Second-Step Merger (or any other business combination with Air Products) for a period of three years following consummation of the Offer unless each such business combination (including the Second-Step Merger) is approved by the Airgas Board and holders of 66-2/3% of the Airgas Common Shares, excluding Air Products, or unless Air Products acquires at least 85% of the Airgas Common Shares in the Offer. The provisions of Section 203 of the DGCL would be satisfied if, prior to the consummation of the Offer, the Airgas Board approves the Offer.

The Airgas Certificate

Article 6 of the Airgas Certificate provides that approval of a merger or other business combination with an “Interested Stockholder” (generally, a stockholder who is the direct or indirect beneficial owner of 20% or more of the voting power of Airgas’ outstanding voting stock or an affiliate or associate thereof) requires the affirmative vote of holders of 67% of the voting power of the outstanding voting stock unless such merger is approved by a majority of Airgas’ disinterested directors or certain fair price conditions are met.

Stockholder Rights Agreement

With its stockholders’ interests in mind, and like many companies, Airgas has taken measures to protect its value for its stockholders. One of these measures is the Rights Agreement, which is similar to rights agreements adopted by many other public companies. The purpose of the Rights Agreement is to prevent third parties from opportunistically acquiring Airgas in a transaction that the Airgas Board believes is not in the best interests of Airgas’ stockholders. The Rights Agreement requires any party seeking to acquire 15% or more of the outstanding Airgas Common Shares to obtain the approval of the Airgas Board or else the Rights held by Airgas stockholders other than the acquiror become exercisable for Airgas Common Shares or preferred stock of Airgas, or common stock of the acquiror, at a discounted price that would make the acquisition prohibitively expensive. The Airgas Board believes the Rights Agreement has helped Airgas’ stockholders at this time by effectively preventing Air Products from opportunistically acquiring Airgas at a price that the Airgas Board believes is inadequate for the reasons discussed above. At the meeting of the Airgas Board on February 20, 2010, the Airgas Board unanimously resolved that the “Distribution Date” under the Rights Agreement will be deferred until the earlier of (i) the close of business on the tenth calendar day after the “Stock Acquisition Date” (as defined in the Rights Agreement) and (ii) such date as may be determined by the Airgas Board.

Appraisal Rights

Holders of Airgas Common Shares do not have appraisal rights as a result of the Offer. However, if the Second-Step Merger is consummated, holders of Airgas Common Shares in connection with the Second-Step Merger will have certain rights pursuant to the provisions of Section 262 of the DGCL to dissent and demand appraisal of their Airgas Common Shares. Under Section 262, dissenting stockholders who comply with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their Airgas Common Shares (exclusive of any element of value arising from the accomplishment or expectation of the proposed merger) and to receive payment of such fair value in cash, together with a fair rate of interest, if any. Any such judicial determination of the fair value of the Airgas Common Shares could be based upon factors other than, or in addition to, the price per share to be paid in the proposed merger or the market value of the Airgas Common Shares. The value so determined could be more or less than the price per share to be paid in the proposed merger.

Delaware Law

The Second-Step Merger would need to comply with various applicable procedural and substantive requirements of Delaware law. Several decisions by Delaware courts have held that, in certain circumstances, a controlling stockholder of a corporation involved in a merger has a fiduciary duty to the other stockholders that requires the merger to be fair to such other stockholders. Air Products would be a controlling stockholder if the

 

28


Table of Contents

holders of at least a majority of the Airgas Common Shares accept the Offer and their shares are purchased by Air Products pursuant to the Offer. In determining whether a merger is fair to minority stockholders, Delaware courts have considered, among other things, the type and amount of consideration to be received by the stockholders and whether there were fair dealings among the parties.

Forward-Looking Statements.

This Schedule 14d-9 contains statements that are forward looking, as that term is defined by the Private Securities Litigation Reform Act of 1995, as amended, or by the SEC in its rules, regulations and releases. These statements include, but are not limited to: our having strong prospects for organic and acquisition growth in the coming years; the economy just beginning its recovery; the view that under the terms of Air Products’ proposal, our stockholders would sacrifice real value and opportunity; our belief that a combination of our two companies could destroy rather than create value; our belief that the Offer would be highly likely to be subject to substantial delays related to U.S. antitrust clearance; and our prospects for continued growth and stockholder value creation. We intend that such forward-looking statements be subject to the safe harbors created by the Private Securities Litigation Reform Act of 1995, as amended. All forward-looking statements are based on current expectations regarding important risk factors and should not be regarded as a representation by us or any other person that the results expressed therein will be achieved. Airgas assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include: adverse changes in customer buying patterns resulting from further deterioration in current economic conditions; weakening in the operating and financial performance of our customers, which can negatively impact our sales and ability to collect our accounts receivable; postponement of projects due to the recession; customer acceptance of price increases; the success of implementing and continuing our cost reduction programs; supply cost pressures; increased industry competition; our ability to successfully identify, consummate, and integrate acquisitions; our ability to achieve acquisition synergies; our continued ability to access credit markets on satisfactory terms; significant fluctuations in interest rates; increases in energy costs and other operating expenses eroding planned cost savings; higher than expected implementation costs of the SAP system; conversion problems related to the SAP system that disrupt our business and negatively impact customer relationships; the impact of tightened credit markets on our customers; the impact of changes in tax and fiscal policies and laws; the potential for increased expenditures relating to compliance with environmental regulatory initiatives; the impact of new environmental, healthcare, tax, accounting, and other regulation; continued potential liability under the Multiemployer Pension Plan Amendments Act of 1980 with respect to our participation in or withdrawal from multi-employer pension plans for our union employees; the extent and duration of current recessionary trends in the U.S. economy; the effect of catastrophic events; political and economic uncertainties associated with current world events; and other factors described in Airgas’ reports, including its March 31, 2009 Form 10-K, subsequent Forms 10-Q, and other documents filed by Airgas with the SEC.

 

29


Table of Contents
ITEM 9. EXHIBITS

The following Exhibits are filed herewith or incorporated herein by reference:

 

Exhibit
Number
  

Description

(a)(1)    Press release issued by Airgas, dated February 22, 2010.
(a)(2)    Letter to stockholders of Airgas, dated February 22, 2010.
(a)(3)    Letter to employees of Airgas, dated February 22, 2010.
(a)(4)    Employee FAQ, dated February 22, 2010.
(a)(5)    Letter to customers of Airgas, dated February 22, 2010.
(a)(6)    Updated Presentation, dated February 22, 2010.
(a)(7)    Letter from Mr. John McGlade to Mr. Peter McCausland, dated November 20, 2009.
(a)(8)    Letter from Mr. John McGlade to Mr. Peter McCausland, dated December 17, 2009.
(a)(9)    Letter from Mr. John McGlade to Mr. Peter McCausland, dated February 4, 2010.
(e)(1)    Excerpts from the Airgas Definitive Proxy Statement on Schedule 14A relating to the 2009 Annual Meeting of Stockholders as filed with the SEC on July 13, 2009.
(e)(2)    1997 Stock Option Plan, as amended through May 7, 2002, and approved by the Company’s stockholders on July 31, 2002. (Incorporated by reference to Exhibit 10.1 to the Company’s June 30, 2002 Quarterly Report on Form 10-Q)
(e)(3)    1997 Directors’ Stock Option Plan, as amended on May 25, 2004, and approved by the Company’s stockholders on August 4, 2004. (Incorporated by reference to the Definitive Proxy Statement on Form DEF14A dated June 28, 2004)
(e)(4)    Amended and Restated 2006 Equity Incentive Plan, dated June 21, 2006, as amended through June 2009 and approved by the Company’s stockholders on August 18, 2009. (Incorporated by reference to Exhibit 10.1 to the Company’s August 20, 2009 Current Report on Form 8-K)
(e)(5)    Amended and restated Change of Control Agreement between Airgas, Inc. and Michael L. Molinini, dated December 31, 2008 (Incorporated by reference to Exhibit 10.1 to Airgas’ January 7, 2009 Current Report on Form 8-K). Seven other executive officers and one additional officer are parties to substantively identical agreements.
(e)(6)    Amended and Restated Executive Severance Agreement between Airgas, Inc. and Peter McCausland, dated May 29, 2009. (Incorporated by reference to Exhibit 10.12 to Airgas’ Annual Report on Form 10-K for the fiscal year ended March 31, 2009)

 

30


Table of Contents

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

 

AIRGAS, INC.
By:   /s/ Peter McCausland
  Name: Peter McCausland
  Title: Chairman and Chief Executive Officer

Dated: February 22, 2010


Table of Contents

EXHIBIT INDEX

 

Exhibit
Number

 

Description

(a)(1)   Press release issued by Airgas, dated February 22, 2010.
(a)(2)   Letter to stockholders of Airgas, dated February 22, 2010.
(a)(3)   Letter to employees of Airgas, dated February 22, 2010.
(a)(4)   Employee FAQ, dated February 22, 2010.
(a)(5)   Letter to customers of Airgas, dated February 22, 2010.
(a)(6)   Updated Presentation, dated February 22, 2010.
(a)(7)   Letter from Mr. John McGlade to Mr. Peter McCausland, dated November 20, 2009.
(a)(8)   Letter from Mr. John McGlade to Mr. Peter McCausland, dated December 17, 2009.
(a)(9)   Letter from Mr. John McGlade to Mr. Peter McCausland, dated February 4, 2010.
(e)(1)   Excerpts from the Airgas Definitive Proxy Statement on Schedule 14A relating to the 2009 Annual Meeting of Stockholders as filed with the SEC on July 13, 2009.
(e)(2)   1997 Stock Option Plan, as amended through May 7, 2002, and approved by the Company’s stockholders on July 31, 2002. (Incorporated by reference to Exhibit 10.1 to the Company’s June 30, 2002 Quarterly Report on Form 10-Q)
(e)(3)   1997 Directors’ Stock Option Plan, as amended on May 25, 2004, and approved by the Company’s stockholders on August 4, 2004. (Incorporated by reference to the Definitive Proxy Statement on Form DEF14A dated June 28, 2004)
(e)(4)   Amended and Restated 2006 Equity Incentive Plan, dated June 21, 2006, as amended through June 2009 and approved by the Company’s stockholders on August 18, 2009. (Incorporated by reference to Exhibit 10.1 to the Company’s August 20, 2009 Current Report on Form 8-K)
(e)(5)   Amended and restated Change of Control Agreement between Airgas, Inc. and Michael L. Molinini, dated December 31, 2008 (Incorporated by reference to Exhibit 10.1 to Airgas’ January 7, 2009 Current Report on Form 8-K). Seven other executive officers and one additional officer are parties to substantively identical agreements.
(e)(6)   Amended and Restated Executive Severance Agreement between Airgas, Inc. and Peter McCausland, dated May 29, 2009. (Incorporated by reference to Exhibit 10.12 to Airgas’ Annual Report on Form 10-K for the fiscal year ended March 31, 2009)


Table of Contents

ANNEX A

Conditions to the Offer

The Schedule TO provides that Air Products is not required to accept for payment or, subject to applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (relating to AP Sub’s obligation to pay for or return tendered Airgas Common Shares promptly after termination or expiration of the Offer), pay for any Airgas Common Shares, and may terminate or amend the Offer if, before the Offer expires, the following conditions shall not have been satisfied:

 

   

The “Minimum Tender Condition” – there being validly tendered and not withdrawn before the expiration of the Offer a number of Airgas Common Shares which, together with the shares then owned by Air Products and its subsidiaries, represents at least a majority of the total number of Airgas Common Shares outstanding on a fully diluted basis,

 

   

The “Rights Plan Condition” – the Airgas Board redeeming the Rights or Air Products being satisfied, in its sole discretion, that the Rights have been invalidated or are otherwise inapplicable to the Offer and the Second-Step Merger,

 

   

The “Section 203 Condition” – the Airgas Board having approved the Offer and the Second-Step Merger under Section 203 (“Section 203”) of the DGCL or Air Products being satisfied, in its sole discretion, that Section 203 is inapplicable to the Offer and the Second-Step Merger,

 

   

The “Certificate Condition” – the Airgas Board having approved the Offer and the Second-Step Merger under Article 6 of Airgas’ Amended and Restated Certificate of Incorporation (the “Airgas Certificate”) or Air Products being satisfied, in its sole discretion, that Article 6 of the Airgas Certificate is inapplicable to the Offer and the Second-Step Merger,

 

   

The “HSR Condition” – the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), applicable to the purchase of shares under the Offer having expired or been terminated as described in the Schedule TO, and

 

   

The “Impairment Condition” – Airgas not having entered into or effectuated any agreement or transaction with any person or entity having the effect of impairing AP Sub’s or Air Products’ ability to acquire Airgas or otherwise diminishing the expected value to Air Products of the acquisition of Airgas.

In addition, Air Products is not required to accept for payment or, subject to applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, pay for any Airgas Common Shares, and may terminate or amend the Offer, if at any time on or after the date of the Offer, and before the time of payment for Airgas Common Shares (whether or not any Airgas Common Shares have theretofore been accepted for payment pursuant to the Offer), any of the following conditions exist:

 

   

there is threatened, instituted or pending any action or proceeding by any government, governmental authority or agency or any other person, domestic, foreign or supranational, before any court or governmental authority or agency, domestic, foreign or supranational,

 

   

challenging or seeking to, or which is reasonably likely to, make illegal, delay or otherwise, directly or indirectly, restrain or prohibit the making of the Offer, the acceptance for payment of or payment for some or all of the Airgas Common Shares by Air Products or any of its subsidiaries or affiliates or the consummation by Air Products or any of its subsidiaries or affiliates of a merger or other similar business combination involving Airgas,

 

A-1


Table of Contents
   

seeking to obtain material damages in connection with, or otherwise directly or indirectly relating to, the transactions contemplated by the Offer or any such merger or other similar business combination,

 

   

seeking to restrain or prohibit the exercise of Air Products’ full rights of ownership or operation by Air Products or any of its subsidiaries or affiliates of all or any portion of Air Products’ business or assets or those of Airgas or any of Air Products’ or Airgas’ respective subsidiaries or affiliates or to compel Air Products or any of its subsidiaries or affiliates to dispose of or hold separate all or any portion of Air Products’ business or assets or those of Airgas or any of Air Products’ or Airgas’ respective subsidiaries or affiliates or seeking to impose any limitation on Air Products’ or any of its subsidiaries’ or affiliates’ ability to conduct such businesses or own such assets,

 

   

seeking to impose or confirm limitations on Air Products’ ability or that of any of its subsidiaries or affiliates effectively to exercise full rights of ownership of the Airgas Common Shares, including the right to vote any Airgas Common Shares acquired or owned by Air Products or any of its subsidiaries or affiliates on all matters properly presented to Airgas’ stockholders,

 

   

seeking to require divestiture by Air Products or any of its subsidiaries or affiliates of any Airgas Common Shares,

 

   

seeking any material diminution in the benefits expected to be derived by Air Products or any of its subsidiaries or affiliates as a result of the transactions contemplated by the Offer or any merger or other business combination involving Airgas,

 

   

adversely affecting the financing of the Offer or any merger or other business combination involving Airgas or

 

   

that otherwise, in Air Products’ reasonable judgment, has or may have material adverse significance with respect to either the value of Airgas or any of its subsidiaries or affiliates or the value of the Airgas Common Shares to Air Products or any of its subsidiaries or affiliates; or

 

   

any action is taken, or any statute, rule, regulation, interpretation, judgment, injunction, order or decree is proposed, enacted, enforced, promulgated, amended, issued or deemed applicable to Air Products, AP Sub or any of their subsidiaries or affiliates, the Offer, the acceptance for payment of or payment for Airgas Common Shares, or any merger or other business combination involving Airgas, by any court, government or governmental authority or agency, domestic, foreign or supranational (other than the application of the waiting period provisions of the HSR Act to the Offer or to any such merger or other business combination), that, in Air Products’ reasonable judgment, does or may, directly or indirectly, result in any of the consequences referred to in any of the sub-bullets of the bullet point immediately above; or

 

   

any change occurs or is threatened (or any development occurs or is threatened involving a prospective change) in the business, assets, liabilities, financial condition, capitalization, operations, results of operations or prospects of Airgas or any of its affiliates that, in Air Products’ reasonable judgment, is or may be materially adverse to Airgas or any of its affiliates, or Air Products becomes aware of any facts that, in its reasonable judgment, have or may have material adverse significance with respect to either the value of Airgas or any of its affiliates or the value of the Shares to Air Products or any of its affiliates; or

 

A-2


Table of Contents
   

there occurs

 

   

any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market,

 

   

any decline in either the Dow Jones Industrial Average, the Standard and Poor’s Index of 500 Industrial Companies or the NASDAQ-100 Index by an amount in excess of 15%, measured from the close of business on February 4, 2010,

 

   

any change in the general political, market, economic or financial conditions in the United States or abroad that, in Air Products’ reasonable judgment, could have a material adverse effect on the business, assets, liabilities, financial condition, capitalization, operations, results of operations or prospects of Airgas and its subsidiaries, taken as a whole,

 

   

the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States,

 

   

any material adverse change (or development or threatened development involving a prospective material adverse change) in United States dollars or any other currency exchange rates or a suspension of, or a limitation on, the markets therefor,

 

   

the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any attack on, outbreak or act of terrorism involving the United States,

 

   

any limitation (whether or not mandatory) by any governmental authority or agency on, or any other event that, in Air Products’ reasonable judgment, may adversely affect, the extension of credit by banks or other financial institutions or

 

   

in the case of any of the foregoing existing as of the close of business on February 4, 2010, a material acceleration or worsening thereof; or

 

   

if any of the following occurs

 

   

a tender or exchange offer for some or all of the Airgas Common Shares has been publicly proposed to be made or has been made by another person (including Airgas or any of its subsidiaries or affiliates), or has been publicly disclosed, or Air Products otherwise learns that any person or “group” (as defined in Section 13(d)(3) of the Exchange Act) has acquired or proposes to acquire beneficial ownership of more than 5% of any class or series of capital stock of Airgas (including the Airgas Common Shares), through the acquisition of stock, the formation of a group or otherwise, or is granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of more than 5% of any class or series of capital stock of Airgas (including the Airgas Common Shares) other than acquisitions for bona fide arbitrage purposes only and other than as disclosed in a Schedule 13D or 13G on file with the SEC on February 4, 2010,

 

   

any such person or group which, prior to February 4, 2010, had filed such a Schedule with the SEC has acquired or proposes to acquire beneficial ownership of additional shares of any class or series of capital stock of Airgas, through the acquisition of stock, the formation of a group or otherwise, constituting 1% or more of any such class or series, or is granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of additional shares of any class or series of capital stock of Airgas constituting 1% or more of any such class or series,

 

   

any person or group has entered into a definitive agreement or an agreement in principle or made a proposal with respect to a tender or exchange offer or a merger, consolidation or other business combination with or involving Airgas or

 

A-3


Table of Contents
   

any person has filed a Notification and Report Form under the HSR Act or made a public announcement reflecting an intent to acquire Airgas or any assets or securities of Airgas; or

 

   

Airgas or any of its subsidiaries has

 

   

split, combined or otherwise changed, or authorized or proposed the split, combination or other change of, the Airgas Common Shares or its capitalization,

 

   

acquired or otherwise caused a reduction in the number of, or authorized or proposed the acquisition or other reduction in the number of, outstanding Airgas Common Shares or other securities,

 

   

issued or sold, or authorized or proposed the issuance or sale of, any additional Airgas Common Shares, shares of any other class or series of capital stock, other voting securities or any securities convertible into, or options, rights or warrants, conditional or otherwise, to acquire, any of the foregoing (other than the issuance of Shares pursuant to and in accordance with the terms in effect on December 31, 2009, of employee stock options outstanding prior to such date), or any other securities or rights in respect of, in lieu of, or in substitution or exchange for any shares of its capital stock,

 

   

permitted the issuance or sale of any shares of any class of capital stock or other securities of any subsidiary of Airgas,

 

   

declared, paid or proposed to declare or pay any dividend or other distribution on any shares of capital stock of Airgas (other than a distribution of the Rights certificates or a redemption of the Rights in accordance with the Rights Agreement as publicly disclosed to be in effect prior to the date of the Offer),

 

   

altered or proposed to alter any material term of any outstanding security, issued or sold, or authorized or proposed the issuance or sale of, any debt securities or otherwise incurred or authorized or proposed the incurrence of any debt other than in the ordinary course of business (other than to amend the Rights Agreement to make the Rights inapplicable to the Offer and the Second-Step Merger described herein),

 

   

authorized, recommended, proposed or announced its intent to enter into or entered into an agreement with respect to or effected any merger, consolidation, liquidation, dissolution, business combination, acquisition of assets, disposition of assets or relinquishment of any material contract or other right of Airgas or any of its subsidiaries or any comparable event not in the ordinary course of business,

 

   

authorized, recommended, proposed or announced its intent to enter into or entered into any agreement or arrangement with any person or group that, in Air Products’ reasonable judgment, has or may have material adverse significance with respect to either the value of Airgas or any of its subsidiaries or affiliates or the value of the Airgas Common Shares to Air Products or any of its subsidiaries or affiliates,

 

   

adopted, entered into or amended any employment, severance, change of control, retention or other similar agreement, arrangement or plan with or for the benefit of any of its officers, directors, employees or consultants or made grants or awards thereunder, in each case other than in the ordinary course of business or adopted, entered into or amended any such agreements, arrangements or plans so as to provide for increased benefits to officers, directors, employees or consultants as a result of or in connection with the making of the Offer, the acceptance for

 

A-4


Table of Contents
 

payment of or payment for some of or all the Airgas Common Shares by Air Products or Air Products’ consummation of any merger or other similar business combination involving Airgas (including, in each case, in combination with any other event such as termination of employment or service),

 

   

except as may be required by law, taken any action to terminate or amend or materially increase liability under any employee benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974) of Airgas or any of its subsidiaries, or Air Products shall have become aware of any such action which was not previously announced,

 

   

transferred into escrow (or other similar arrangement) any amounts required to fund any existing benefit, employment, severance, change of control or other similar agreement, in each case other than in the ordinary course of business, or

 

   

amended, or authorized or proposed any amendment to, its certificate of incorporation or bylaws (or other similar constituent documents) or Air Products becomes aware that Airgas or any of its subsidiaries shall have amended, or authorized or proposed any amendment to, the Airgas Certificate or bylaws (or other similar constituent documents) which has not been previously disclosed (in each case, other than to amend the Rights Agreement to make the Rights inapplicable to the Offer and the proposed second-step merger described herein); or

 

   

Air Products becomes aware

 

   

that any material contractual right of Airgas or any of its subsidiaries has been impaired or otherwise adversely affected or that any material amount of indebtedness of Airgas or any of its subsidiaries has been accelerated or has otherwise become due or become subject to acceleration prior to its stated due date, in each case with or without notice or the lapse of time or both, as a result of or in connection with the Offer or the consummation by Air Products or any of its subsidiaries or affiliates of a merger or other similar business combination involving Airgas or

 

   

of any covenant, term or condition in any instrument or agreement of Airgas or any of its subsidiaries that, in Air Products’ reasonable judgment, has or may have material adverse significance with respect to either the value of Airgas or any of its affiliates or the value of the Shares to Air Products or any of its affiliates (including any event of default that may ensue as a result of or in connection with the Offer, the acceptance for payment of or payment for some or all of the Airgas Common Shares by Air Products or Air Products’ consummation of a merger or other similar business combination involving Airgas); or

 

   

Air Products or any of its affiliates enters into a definitive agreement or announces an agreement in principle with Airgas providing for a merger or other similar business combination with Airgas or any of its subsidiaries or the purchase of securities or assets of Airgas or any of its subsidiaries, or Air Products and Airgas reach any other agreement or understanding pursuant to which it is agreed that the Offer will be terminated;

 

   

Airgas or any of its subsidiaries shall have

 

   

granted to any person proposing a merger or other business combination with or involving Airgas or any of its subsidiaries or the purchase of securities or assets of Airgas or any of its subsidiaries any type of option, warrant or right which, in Air Products’ reasonable judgment, constitutes a “lock-up” device (including a right to acquire or receive any Airgas Common Shares or other securities, assets or business of Airgas or any of its subsidiaries) or

 

   

paid or agreed to pay any cash or other consideration to any party in connection with or in any way related to any such business combination or purchase; or

 

A-5


Table of Contents
   

any required approval, permit, authorization, extension, action or non-action, waiver or consent of any governmental authority or agency (including the other matters described or referred to in “The Offer — Section 15 — Certain Legal Matters; Regulatory Approvals”) shall not have been obtained on terms satisfactory to Air Products and AP Sub or any waiting period or extension thereof imposed by any government or governmental authority or agency with respect to the Offer shall not have expired.

The Schedule TO states that the foregoing conditions are for the sole benefit of Air Products, AP Sub and their affiliates and may be asserted by Air Products or AP Sub in their sole discretion regardless of the circumstances giving rise to any such conditions or may be waived by them in their sole discretion in whole or in part at any time or from time to time before the Offer expires, that Air Products expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer, that Air Products’ failure at any time to exercise its rights under any of the foregoing conditions shall not be deemed a waiver of any such right, that the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts and circumstance, and that each such right shall be deemed an ongoing right which may be asserted at any time or from time to time.

 

A-6


Table of Contents

ANNEX B

 

LOGO   LOGO

February 20, 2010

The Board of Directors

Airgas, Inc.

259 North Radnor-Chester Road

Suite 100

Radnor, Pennsylvania 19087-5283

Members of the Board of Directors:

On February 11, 2010, Air Products Distribution, Inc. (“Purchaser”), a wholly owned subsidiary of Air Products and Chemicals, Inc. (“Air Products”), commenced an offer to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Company Common Stock”), of Airgas, Inc. (the “Company”) at a purchase price of $60.00 per Share in cash (the “Consideration”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 11, 2010 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with the Offer to Purchase, collectively constitute the “Offer”). The terms and conditions of the Offer are described in the Schedule TO filed by Purchaser and Air Products with the Securities and Exchange Commission on February 11, 2010 (the “Schedule TO”). We note that the Offer to Purchase provides that, following consummation of the Offer, Purchaser intends to consummate a merger with the Company (the “Merger” and, together with the Offer, the “Transactions”) in which all remaining public stockholders of the Company would receive the highest price paid per Share pursuant to the Offer, without interest.

You have requested our opinion as to the adequacy, from a financial point of view, to the holders of Company Common Stock of the Consideration offered to such holders (other than Purchaser and any of its affiliates) in the Offer.

In connection with this opinion, we have, among other things:

 

  (1) reviewed the terms and conditions of the Offer as set forth in the Schedule TO and the exhibits thereto;

 

  (2) reviewed the Solicitation/Recommendation Statement of the Company to be filed on Schedule 14D-9, in the form approved by you on the date of this opinion;

 

  (3) reviewed certain publicly available business and financial information relating to the Company and Air Products;

 

  (4) reviewed certain internal financial and operating information with respect to the business, operations and prospects of the Company furnished to or discussed with us by the management of the Company, including certain financial forecasts relating to the Company prepared by the management of the Company (such forecasts, the “Company Forecasts”);

 

  (5) discussed the past and current business, operations, financial condition and prospects of the Company with members of senior management of the Company;

 

  (6) discussed with members of senior management of the Company their assessment of the strategic rationale of Air Products for, and the potential benefits for Air Products of, the Transactions;

 

  (7) reviewed the trading history for the Company Common Stock and a comparison of that trading history with the trading histories of other companies we deemed relevant;

 

  (8) compared certain financial and stock market information of the Company and Air Products with similar information of other companies we deemed relevant;


Table of Contents

The Board of Directors

Airgas, Inc.

Page 2

 

  (9) compared certain financial terms of the Offer to financial terms, to the extent publicly available, of other transactions we deemed relevant; and

 

  (10) performed such other analyses and studies and considered such other information and factors as we deemed appropriate.

In arriving at our opinion, we have assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with us and have relied upon the assurances of the management of the Company that they are not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Company Forecasts, we have been advised by the Company, and have assumed, that they have been reasonably prepared on a basis reflecting the best currently available estimates and good faith judgments of the management of the Company as to the future financial performance of the Company. We have not made or been provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Company, nor have we made any physical inspection of the properties or assets of the Company.

We express no view or opinion as to any terms or other aspects of the Transactions (other than the Consideration to be paid in the Offer, to the extent expressly specified herein), including, without limitation, the form or structure of the Transactions. Our opinion is limited to the adequacy, from a financial point of view, to the holders of Company Common Stock of the Consideration offered to such holders (other than Purchaser and any of its affiliates) in the Offer and no opinion or view is expressed with respect to any consideration to be received in connection with the Transactions by the holders of any other class of securities, creditors or other constituencies of any party. In addition, no opinion or view is expressed with respect to the fairness (financial or otherwise) of the Consideration to be paid in the Transactions or the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of the Company or Air Products, or class of such persons, relative to the Consideration. Furthermore, no opinion or view is expressed as to the relative merits of the Transactions in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage. We are not expressing any opinion as to the prices at which the Company Common Stock will trade at any time. In addition, we express no opinion or recommendation as to whether any holder of shares of Company Common Stock should tender such shares in connection with the Offer or any related matter.

We have acted as financial advisor to the Company in connection with its consideration of the Offer and other matters pursuant to our engagement by the Company. We expect to receive fees for our services in connection with our engagement, including advisory fees that will be payable whether or not the Offer is consummated. In addition, the Company has agreed to reimburse our expenses and indemnify us against certain liabilities arising out of our engagement.

We and our affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of our businesses, we and our affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of the Company, Air Products and certain of their respective affiliates.


Table of Contents

The Board of Directors

Airgas, Inc.

Page 3

 

We and our affiliates in the past have provided, currently are providing, and/or in the future may provide, investment banking, commercial banking and other financial services to the Company and to Air Products and have received or in the future may receive compensation for the rendering of these services, including (i) having acted as joint-bookrunner in connection with the Company’s $400 million senior note offering completed in September 2009, (ii) having acted as joint-bookrunner in connection with the Company’s $400 million senior subordinated note offering in June 2008, (iii) providing treasury and trade products and services to the Company and (iv) providing commercial banking services to the Company and to the Purchaser, including acting as a lender under certain credit facilities to each of the Company and the Purchaser.

It is understood that this letter is for the benefit and use of the Board of Directors of the Company in connection with and for purposes of its evaluation of the Offer.

Our opinion is necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to us as of, the date hereof. It should be understood that subsequent developments may affect this opinion, and we do not have any obligation to update, revise, or reaffirm this opinion. The issuance of this opinion was approved by our Americas Fairness Opinion Review Committee.

Based upon and subject to the foregoing, including the various assumptions and limitations set forth herein, we are of the opinion on the date hereof that the Consideration offered to the holders of Company Common Stock (other than Purchaser and any of its affiliates) pursuant to the Offer is inadequate from a financial point of view to such holders.

Very truly yours,

LOGO

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED


Table of Contents

ANNEX C

 

 

 

Goldman, Sachs & Co.  |  85 Broad Street  |  New York, New York 10004

Tel: 212-902-1000  |  Fax: 212-357-5505

   LOGO

 

 

PERSONAL AND CONFIDENTIAL

February 20, 2010

Board of Directors

Airgas, Inc.

259 North Radnor-Chester Road

Suite 100

Radnor, Pennsylvania 19087-5283

Ladies and Gentlemen:

You have requested our opinion as to the adequacy from a financial point of view to the holders (other than the Offeror (as defined below) and any of its affiliates) of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Airgas, Inc. (the “Company”), of the $60.00 per Share in cash (the “Consideration”) proposed to be paid to such holders in the Offer (as defined below). The terms of the offer to purchase (the “Offer to Purchase”) and related letter of transmittal (which, together with the Offer to Purchase, constitutes the “Offer”) contained in the Tender Offer Statement on Schedule TO filed by Air Products and Chemicals, Inc. (“Parent”) and Air Products Distribution, Inc., a wholly owned subsidiary of Parent (the “Offeror”), with the Securities and Exchange Commission on February 11, 2010 (the “Schedule TO”), provide for an offer for all of the Shares pursuant to which, subject to the satisfaction of certain conditions set forth in the Offer, the Offeror will pay the Consideration for each Share accepted. We note that the Offer to Purchase provides that, following consummation of the Offer, the Offeror intends to consummate a merger with the Company (the “Merger” and, together with the Offer, the “Transactions”) in which all remaining public stockholders of the Company would receive the highest price paid per Share pursuant to the Offer, without interest.

Goldman, Sachs & Co. and its affiliates are engaged in investment banking and financial advisory services, commercial banking, securities trading, investment management, principal investment, financial planning, benefits counseling, risk management, hedging, financing, brokerage activities and other financial and non-financial activities and services for various persons and entities. In the ordinary course of these activities and services, Goldman, Sachs & Co. and its affiliates may at any time make or hold long or short positions and investments, as well as actively trade or effect transactions, in the equity, debt and other securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of third parties, the Company, Parent and any of their respective affiliates or any currency or commodity that may be involved in the Transactions for their own account and for the accounts of their customers. We are acting as financial advisor to the Company in connection with its consideration of the Offer and other matters pursuant to our engagement by the Company. We expect to receive fees for our services in connection with our engagement, including advisory fees that will be payable whether or not the Offer is consummated. The Company has agreed to reimburse our expenses arising, and indemnify us against certain liabilities that may arise, out of our engagement. In addition, we have provided, and are currently providing, certain investment


Table of Contents

Board of Directors

Airgas, Inc.

February 20, 2010

Page Two

 

banking and other financial services to the Company and its affiliates, including having acted as a participant in the Company’s senior secured credit facility (aggregate commitment $45,700,000) since July 2006; as joint bookrunner with respect to an offering of the Company’s 7.125% Senior Subordinated Notes due October 2018 (aggregate principal amount $400,000,000) in June 2008; and as lead manager with respect to a public offering of the Company’s 4.5% Senior Notes due September 2014 (aggregate principal amount $400,000,000) in September 2009. We also have provided certain investment banking and other financial services to Parent and its affiliates, including having acted as joint bookrunner with respect to a public offering of Parent’s 4.15% Senior Notes due 2013 (aggregate principal amount $300,000,000) in February 2008; as Parent’s financial advisor in connection with the sale of its interest in its vinyl acetate ethylene polymers joint ventures in January 2008; as Parent’s financial advisor in connection with its sale of certain non-pressure emulsions businesses and related production facilities in July 2008; as Parent’s financial advisor in connection with the sale of more than half of its remaining U.S. healthcare business in the third quarter of 2009; and as senior manager or sole bookrunner in connection with numerous municipal financing transactions by Parent and its subsidiaries. We also may provide investment banking and other financial services to the Company, Parent and their respective affiliates in the future. In connection with the above-described services we have received, and may receive, compensation.

In connection with this opinion, we have reviewed, among other things, the Schedule TO, including the Offer to Purchase and related letter of transmittal contained therein; the Solicitation/Recommendation Statement of the Company to be filed on Schedule 14D-9, in the form approved by you on the date of this opinion; annual reports to stockholders and Annual Reports on Form 10-K of the Company and Parent for the five fiscal years ended March 31, 2009 and September 30, 2009, respectively; certain interim reports to stockholders and Quarterly Reports on Form 10-Q of the Company and Parent; certain other communications from the Company and Parent to their respective stockholders; certain publicly available research analyst reports for the Company and Parent; and certain internal financial analyses and forecasts for the Company prepared by its management and approved for our use by the Company (the “Forecasts”). We also have held discussions with members of the senior management of the Company regarding their assessment of the strategic rationale of Parent for, and the potential benefits for Parent of, the Transactions and the past and current business operations, financial condition and future prospects of the Company. In addition, we have reviewed the reported price and trading activity for the Shares, compared certain financial and stock market information for the Company and Parent with similar information for certain other companies the securities of which are publicly traded, reviewed the financial terms of certain recent business combinations in the industrial gas industry specifically and in other industries generally and performed such other studies and analyses, and considered such other factors, as we considered appropriate.

For purposes of rendering this opinion, we have relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and we do not assume any responsibility for any such information. In that regard, we have assumed with your consent that the Forecasts have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company. In addition, we have not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of the Company, Parent or any of their respective subsidiaries and we have not been furnished with any such evaluation or appraisal. Our opinion does not address any legal, regulatory, tax or accounting matters.


Table of Contents

Board of Directors

Airgas, Inc.

February 20, 2010

Page Three

 

Our opinion does not address the relative merits of the Transactions as compared to any strategic alternatives that may be available to the Company. This opinion addresses only the adequacy from a financial point of view, as of the date hereof, of the Consideration proposed to be paid to the holders of Shares (other than the Offeror and any of its affiliates) pursuant to the Offer. We do not express any view on, and our opinion does not address, the fairness, from a financial point of view, of the Consideration or any other term or aspect of the Transactions. In addition, we do not express any view on, and our opinion does not address, the adequacy or fairness of the Consideration or any other term or aspect of the Transactions to, or any consideration received in connection therewith by, Offeror and any of its affiliates, the holders of any other class of securities, creditors, or other constituencies of the Company; nor as to the adequacy or fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons in connection with the Transactions, whether relative to the Consideration proposed to be paid to the holders of Shares pursuant to the Offer or otherwise. We are not expressing any opinion as to the prices at which the Shares will trade at any time. Our opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof and we assume no responsibility for updating, revising or reaffirming this opinion based on circumstances, developments or events occurring after the date hereof. Our advisory services and the opinion expressed herein are provided for the information and assistance of the Board of Directors of the Company in connection with its consideration of the Offer and such opinion does not constitute a recommendation as to whether or not any holder of Shares should tender such Shares in connection with the Offer or any other matter. This opinion has been approved by a fairness committee of Goldman, Sachs & Co.

Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Consideration proposed to be paid to the holders of Shares (other than the Offeror and any of its affiliates) pursuant to the Offer is inadequate from a financial point of view to such holders.

Very truly yours,

 

LOGO

(GOLDMAN, SACHS & CO.)

Exhibit (a)(1)

 

LOGO News Release    Airgas, Inc.
   259 N. Radnor-Chester Road
   Suite 100
   Radnor, PA 19087-5283
   www.airgas.com

 

 

 

Media Contact:       Investor Contact:

Jay Worley

jay.worley@airgas.com

(610) 902-6206

   Joele Frank / Andrew Siegel / Jim Golden Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449   

Barry Strzelec

barry.strzelec@airgas.com

(610) 902-6256

For release: Immediately

AIRGAS BOARD OF DIRECTORS REJECTS AIR PRODUCTS’ HOSTILE TENDER OFFER

Air Products’ Offer Grossly Undervalues Airgas

Board Strongly Urges Stockholders Not to Tender Shares into Air Products’ Offer

RADNOR, PA – February 22, 2010 — Airgas, Inc. (NYSE: ARG) today announced that its Board of Directors, after careful consideration with its independent financial and legal advisors, voted unanimously to reject the unsolicited tender offer from Air Products & Chemicals, Inc. (NYSE: APD) (“Air Products”) to acquire all outstanding common shares of Airgas at a price of $60.00 per share in cash. The Board unanimously recommends that Airgas stockholders not tender their shares into Air Products’ offer.

The Board noted that the value offered by Air Products is unchanged from the unsolicited proposal Air Products made on February 4, 2010, which the Board thoroughly considered and rejected on February 9, 2010. The basis for the Board’s recommendation with respect to the Air Products tender offer is set forth in Airgas’ Schedule 14D-9 filed today with the Securities and Exchange Commission (“SEC”).

“The Airgas Board of Directors is unanimous in its belief that the Air Products offer significantly undervalues Airgas and fails to reflect the value of our industry leading position and future growth prospects,” said Airgas Chairman and CEO Peter McCausland. “Since our IPO in 1986, Airgas has employed a disciplined approach to steadily growing revenue,


EBITDA and shareholders equity, and Airgas stock has achieved total shareholder return over that period of more than seven times the return of the S&P 500 index. The Airgas Board strongly urges stockholders to reject Air Products’ offer and not tender their shares.”

The reasons for the Airgas Board’s recommendation to reject Air Products’ offer, which the Company detailed in its 14D-9 filing, include:

 

   

The offer grossly undervalues Airgas. The offer does not reflect the value inherent in Airgas’ future prospects, its extraordinary track record in creating stockholder value over its nearly 30-year history and its position as the largest and most valuable packaged gas business in the world. The Airgas Board is confident that Airgas will, consistent with its history, deliver greater value to its stockholders by executing its strategic plan than would be obtained under the offer.

 

   

The offer and its timing are extremely opportunistic. Air Products is trying to obtain the future value of Airgas at a bargain basement price. Airgas and its stockholders are poised to realize significant benefits as the economy emerges from a deep recession, making this precisely the wrong time to sell Airgas.

 

   

The offer is highly uncertain and any payments made to Airgas stockholders would be considerably deferred. We believe the offer is highly likely to be subject to substantial delays related to U.S. antitrust clearance. Air Products’ failure to commit to make the necessary divestitures and its failure to obtain antitrust clearance in its last attempt to acquire a major U.S. gas company heighten the concern over regulatory risk and delay.

 

   

The offer’s extraordinarily broad conditions render it illusory. The numerous conditions of the offer, many of which may be asserted by Air Products in its sole discretion and have low thresholds of materiality, create significant uncertainty and risk as to whether the offer can be completed and the timing for completion.


   

Air Products has employed highly aggressive tactics – including deceptive statements, meritless litigation and misleading personal attacks – designed to direct attention away from the grossly undervalued and opportunistic nature of its offer. These tactics underscore the marked difference between the cultures of the two companies and the challenges Air Products would face in integrating Airgas’ operations and meeting the needs of its loyal customers.

 

   

Air Products’ acquisition of Airgas will likely reduce value. Air Products has a poor acquisition track record, little experience relevant to Airgas’ business and a synergy plan that demonstrates its fundamental misunderstanding of our business. This is particularly concerning if Air Products again revises its offer to include stock.

“We believe that, in an effort to distract Airgas stockholders from the grossly undervalued and highly opportunistic nature of its offer, Air Products has resorted to personal attacks and deceptive statements,” concluded McCausland. “Our Board of Directors and management team remain focused on the execution of our business strategies to deliver superior value to Airgas stockholders, and we will not allow the tactics employed by Air Products and its advisors to deter us from achieving our objectives.”

The Board also took action under Airgas’ shareholder rights plan to defer the distribution of rights that would otherwise occur ten business days after the announcement of the offer, which action is further described in Airgas’ 14D-9.

The Company’s 14D-9 filing is available on the SEC’s website, www.sec.gov. In addition, the 14D-9 filing, this press release and other materials related to Air Products’ Unsolicited Proposals are available in the “Investor Information” section of the Company’s website at www.airgas.com, or through the following web address: http://investor.shareholder.com/arg/airgascontent.cfm.

Bank of America Merrill Lynch and Goldman, Sachs & Co. are serving as financial advisors, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Airgas and its Board of Directors.


About Airgas, Inc.

Airgas, Inc. (NYSE: ARG), through its subsidiaries, is the largest U.S. distributor of industrial, medical, and specialty gases, and hardgoods, such as welding equipment and supplies. Airgas is also one of the largest U.S. distributors of safety products, the largest U.S. producer of nitrous oxide and dry ice, the largest liquid carbon dioxide producer in the Southeast, and a leading distributor of process chemicals, refrigerants, and ammonia products. More than 14,000 employees work in over 1,100 locations, including branches, retail stores, gas fill plants, specialty gas labs, production facilities and distribution centers. Airgas also distributes its products and services through eBusiness, catalog and telesales channels. Its national scale and strong local presence offer a competitive edge to its diversified customer base. For more information, please visit www.airgas.com.

# # #

ADDITIONAL INFORMATION

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. In response to the tender offer commenced by Air Products Distribution, Inc., a wholly owned subsidiary of Air Products and Chemicals, Inc., Airgas has filed a solicitation/recommendation statement on Schedule 14D-9 with the U.S. Securities and Exchange Commission (“SEC”). 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. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by Airgas through the web site maintained by the SEC at http://www.sec.gov. Also, materials related to Air Products’ Unsolicited Proposals are available in the “Investor Information” section of the Company’s website at www.airgas.com, or through the following web address: http://investor.shareholder.com/arg/airgascontent.cfm.

In addition, Airgas 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. 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 Airgas through the web site maintained by the SEC at http://www.sec.gov.

CERTAIN INFORMATION REGARDING PARTICIPANTS

Airgas and certain of its directors and executive officers may be deemed to be participants under the rules of the SEC. Security holders may obtain information regarding the names, affiliations and interests of Airgas’ directors and executive officers in Airgas’ Annual Report on Form 10-K for the year ended March 31, 2009, which was filed with the SEC on June 1, 2009, and its proxy statement for the 2009 Annual Meeting, which was filed with the SEC on July 13, 2009. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants in any 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 if and when they become available.


FORWARD-LOOKING STATEMENTS

This communication may contain statements that are forward looking, as that term is defined by the Private Securities Litigation Reform Act of 1995, as amended, or by the SEC in its rules, regulations and releases. These statements include, but are not limited to: our having strong prospects for organic and acquisition growth in the coming years; the economy just beginning its recovery; the view that under the terms of Air Products’ proposal, our stockholders would sacrifice real value and opportunity; our belief that a combination of our two companies could destroy rather than create value; our belief that Air Products’ tender offer would be highly likely to be subject to substantial delays related to U.S. antitrust clearance; and our prospects for continued growth and stockholder value creation. We intend that such forward-looking statements be subject to the safe harbors created by the Private Securities Litigation Reform Act of 1995, as amended. All forward-looking statements are based on current expectations regarding important risk factors and should not be regarded as a representation by us or any other person that the results expressed therein will be achieved. Airgas assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include: adverse changes in customer buying patterns resulting from further deterioration in current economic conditions; weakening in the operating and financial performance of our customers, which can negatively impact our sales and ability to collect our accounts receivable; postponement of projects due to the recession; customer acceptance of price increases; the success of implementing and continuing our cost reduction programs; supply cost pressures; increased industry competition; our ability to successfully identify, consummate, and integrate acquisitions; our ability to achieve acquisition synergies; our continued ability to access credit markets on satisfactory terms; significant fluctuations in interest rates; increases in energy costs and other operating expenses eroding planned cost savings; higher than expected implementation costs of the SAP system; conversion problems related to the SAP system that disrupt our business and negatively impact customer relationships; the impact of tightened credit markets on our customers; the impact of changes in tax and fiscal policies and laws; the potential for increased expenditures relating to compliance with environmental regulatory initiatives; the impact of new environmental, healthcare, tax, accounting, and other regulation; continued potential liability under the Multiemployer Pension Plan Amendments Act of 1980 with respect to our participation in or withdrawal from multi-employer pension plans for our union employees; the extent and duration of current recessionary trends in the U.S. economy; the effect of catastrophic events; political and economic uncertainties associated with current world events; and other factors described in Airgas’ reports, including its March 31, 2009 Form 10-K, subsequent Forms 10-Q, and other documents filed by Airgas with the SEC.

Exhibit (a)(2)

LOGO

 

Peter McCausland

Chairman and Chief Executive Officer

 

Airgas, Inc.

259 North Radnor-Chester Road

Radnor, PA 19380-5283

February 22, 2010

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU

REJECT AIR PRODUCTS’ OFFER AND NOT TENDER YOUR SHARES

Dear Fellow Airgas Stockholder:

On February 11, 2010, Air Products Distribution, Inc., a wholly owned subsidiary of Air Products and Chemicals, Inc., commenced an unsolicited tender offer to acquire your Airgas shares for $60 each.

After careful consideration, including a thorough review of Air Products’ Offer with our independent financial and legal advisors, Airgas’ Board of Directors unanimously determined that Air Products’ Offer is not in the best interests of Airgas and Airgas’ stockholders. Your Board strongly recommends that all Airgas stockholders reject Air Products’ Offer and not tender their shares.

In reaching its recommendation, your Board considered, among other things, that:

 

   

The Offer grossly undervalues Airgas. The Offer does not reflect the value inherent in Airgas’ future prospects, its extraordinary track record in creating stockholder value over its nearly 30-year history and its position as the largest and most valuable packaged gas business in the world. The Airgas Board is confident that Airgas will, consistent with its history, deliver greater value to its stockholders by executing its strategic plan than would be obtained under the Offer.

 

   

The Offer and its timing are extremely opportunistic. Air Products is trying to obtain the future value of Airgas at a bargain basement price. Airgas and its stockholders are poised to realize significant benefits as the economy emerges from a deep recession, making this precisely the wrong time to sell Airgas.

 

   

The Offer is highly uncertain and any payments made to Airgas stockholders would be considerably deferred. We believe the Offer is highly likely to be subject to substantial delays related to U.S. antitrust clearance. Air Products’ failure to commit to make the necessary divestitures and its failure to obtain antitrust clearance in its last attempt to acquire a major U.S. gas company heighten the concern over regulatory risk and delay.

 

   

The Offer’s extraordinarily broad conditions render it illusory. The numerous conditions of the Offer, many of which may be asserted by Air Products in its sole discretion and have low thresholds of materiality, create significant uncertainty and risk as to whether the Offer can be completed and the timing for completion.

 

   

Air Products has employed highly aggressive tactics – including deceptive statements, meritless litigation and misleading personal attacks – designed to direct attention away from the grossly undervalued and opportunistic nature of its Offer. These tactics underscore the marked difference between the cultures of the two companies and the challenges Air Products would face in integrating Airgas’ operations and meeting the needs of its loyal customers.

 

   

Air Products’ acquisition of Airgas will likely reduce value. Air Products has a poor acquisition track record, little experience relevant to Airgas’ business and a synergy plan that demonstrates its fundamental misunderstanding of our business. This is particularly concerning if Air Products again revises its Offer to include stock.


A complete discussion of these and the other significant factors contributing to the Board of Directors’ recommendation is included in the enclosed Schedule 14D-9. We urge you to read the Schedule 14D-9 carefully and in its entirety so that you will be fully informed as to your Board of Directors’ recommendation. The Company’s 14D-9 filing is available on the SEC’s website, www.sec.gov. In addition, the 14D-9 filing and other materials related to Air Products’ unsolicited proposals are available in the “Investor Information” section of the Company’s website at www.airgas.com, or through the following web address: investor.shareholder.com/arg/airgascontent.cfm. If you have any questions concerning Airgas’ Schedule 14D-9 or need additional copies of Airgas’ publicly-filed materials, please contact Innisfree M&A Incorporated at (877) 687-1875 (Toll-Free).

We appreciate your continued support.

 

Sincerely,

LOGO

Peter McCausland

Chairman and Chief Executive Officer

Exhibit (a)(3)

 

LOGO

 

 

Airgas, Inc

259 N. Radnor-Chester Road

Suite 100

Radnor, PA 19087-5283

(610) 687-5253 Fax: (610) 687-1052

http://www.airgas.com

 

To:   All Airgas Associates
From:   Peter McCausland
Date:   February 22, 2010
Subject:   Airgas Board of Directors Responds to Air Products’ Tender Offer

This morning, we announced that Airgas’ Board of Directors, after careful consideration with its independent financial and legal advisors, unanimously voted to reject the unsolicited tender offer launched by Air Products on February 11, because it grossly undervalues Airgas and is not in the best interests of Airgas’ stockholders. Accordingly, the Board has recommended that Airgas stockholders not tender their shares into Air Products’ offer. A copy of the press release we issued, which provides more detail on the Board’s rationale, is attached.

If you own Airgas shares, whether in a personal account, through the Employee Stock Purchase Plan, or in the 401(k) plan, we urge you to follow the Board’s recommendation by not tendering your shares into the Air Products offer.

The Air Products tender offer is scheduled to expire on April 9, 2010, unless extended. In addition, there are many conditions in the offer that make it highly uncertain. We intend to continue our strategic course and create superior shareholder value by operating our business at peak performance, and as I’ve mentioned before, the best approach for each of us is to meet and exceed our customers’ needs.

We are committed to keeping you informed throughout this process. If you have questions, please feel free to reach out to your manager and/or review the materials available through the link titled “Air Products’ Unsolicited Proposal” on Airnet or www.airgas.com, which will be updated as we move forward.

As this process unfolds, Airgas will likely continue to be the subject of discussion and speculation in the media. I want to stress that our business objectives remain unchanged. We remain focused on serving our customers and enhancing the stockholder value that we have worked so hard to build through the years.

Should you receive any media inquiries, please forward them to Jay Worley, Vice President–Communications and Investor Relations, at 610-902-6206 or jay.worley@airgas.com, and all investor inquiries should go to Barry Strzelec, Manager-Investor Relations, at 610-902-6256 or barry.strzelec@airgas.com.

As a reminder, throughout this process it is business as usual for all of us here at Airgas. Please stay focused on your day-to-day responsibilities, and continue meeting and exceeding the needs of our customers. Your Board and management team thank you all for your commitment to Airgas.

Sincerely,

LOGO

Peter McCausland

Chairman and Chief Executive Officer


ADDITIONAL INFORMATION

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. In response to the tender offer commenced by Air Products Distribution, Inc., a wholly owned subsidiary of Air Products and Chemicals, Inc., Airgas has filed a solicitation/recommendation statement on Schedule 14D-9 with the U.S. Securities and Exchange Commission (“SEC”). 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. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by Airgas through the web site maintained by the SEC at http://www.sec.gov. Also, materials related to Air Products’ Unsolicited Proposals are available in the “Investor Information” section of the Company’s website at www.airgas.com, or through the following web address: http://investor.shareholder.com/arg/airgascontent.cfm.

In addition, Airgas 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. Investors and security holders will be able to obtain free copies of these documents (when available) and other documents filed with the SEC by Airgas through the web site maintained by the SEC at http://www.sec.gov.

CERTAIN INFORMATION REGARDING PARTICIPANTS

Airgas and certain of its directors and executive officers may be deemed to be participants under the rules of the SEC. Security holders may obtain information regarding the names, affiliations and interests of Airgas’ directors and executive officers in Airgas’ Annual Report on Form 10-K for the year ended March 31, 2009, which was filed with the SEC on June 1, 2009, and its proxy statement for the 2009 Annual Meeting, which was filed with the SEC on July 13, 2009. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants in any 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 if and when they become available.

FORWARD-LOOKING STATEMENTS

This communication may contain statements that are forward looking, as that term is defined by the Private Securities Litigation Reform Act of 1995, as amended, or by the SEC in its rules, regulations and releases. These statements include, but are not limited to: our having strong prospects for organic and acquisition growth in the coming years; the economy just beginning its recovery; the view that under the terms of Air Products’ proposal, our stockholders would sacrifice real value and opportunity; our belief that a combination of our two companies could destroy rather than create value; our belief that Air Products’ tender offer would be highly likely to be subject to substantial delays related to U.S. antitrust clearance; and our prospects for continued growth and stockholder value creation. We intend that such forward-looking statements be subject to the safe harbors created by the Private Securities Litigation Reform Act of 1995, as amended. All forward-looking statements are based on current expectations regarding important risk factors and should not be regarded as a representation by us or any other person that the results expressed therein will be achieved. Airgas assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include: adverse changes in customer buying patterns resulting from further deterioration in current economic conditions; weakening in the operating and financial performance of our customers, which can negatively impact our sales and ability to collect our accounts receivable; postponement of projects due to the recession; customer acceptance of price increases; the success of implementing and continuing our cost reduction programs; supply cost pressures; increased industry competition; our ability to successfully identify, consummate, and integrate acquisitions; our ability to achieve acquisition synergies; our continued ability to access credit markets on satisfactory terms; significant fluctuations in interest rates; increases in energy costs and other operating expenses eroding planned cost savings; higher than expected implementation costs of the SAP system; conversion problems related to the SAP system that disrupt our business and negatively impact customer relationships; the impact of tightened credit markets on our customers; the impact of changes in tax and fiscal policies and laws; the potential for increased expenditures relating to compliance with environmental regulatory initiatives; the impact of new environmental, healthcare, tax, accounting, and other regulation; continued potential liability under the Multiemployer Pension Plan Amendments Act of 1980 with respect to our participation in or withdrawal from multi-employer pension plans for our union employees; the extent and duration of current recessionary trends in the U.S. economy; the effect of catastrophic events; political and economic uncertainties associated with current world events; and other factors described in Airgas’ reports, including its March 31, 2009 Form 10-K, subsequent Forms 10-Q, and other documents filed by Airgas with the SEC.

Exhibit (a)(4)

Airgas Employee FAQs

 

GENERAL

 

1. What has happened? What has Airgas announced?

On February 11, 2010, Air Products commenced an unsolicited tender offer to acquire Airgas for $60.00 per share in cash.

On February 22, 2010, Airgas announced that after thorough review and consideration, its Board of Directors unanimously rejected Air Products’ unsolicited tender offer because it significantly undervalues Airgas and its future prospects and is not in the best interests of Airgas stockholders. The Board unanimously recommends that Airgas stockholders not tender their shares into Air Products’ offer.

 

2. Why did the Board decide to reject Air Product’s latest offer?

The reasons for the Airgas Board’s recommendation to reject Air Products’ tender offer include:

 

   

The offer grossly undervalues Airgas. The offer does not reflect the value inherent in Airgas’ future prospects, its extraordinary track record in creating stockholder value over its nearly 30-year history and its position as the largest and most valuable packaged gas business in the world. The Airgas Board is confident that Airgas will, consistent with its history, deliver greater value to its stockholders by executing its strategic plan than would be obtained under the offer.

 

   

The offer and its timing are extremely opportunistic. Air Products is trying to obtain the future value of Airgas at a bargain basement price. Airgas and its stockholders are poised to realize significant benefits as the economy emerges from a deep recession, making this precisely the wrong time to sell Airgas.

 

   

The offer is highly uncertain and any payments made to Airgas stockholders would be considerably deferred. We believe the offer is highly likely to be subject to substantial delays related to U.S. antitrust clearance. Air Products’ failure to commit to make the necessary divestitures and its failure to obtain antitrust clearance in its last attempt to acquire a major U.S. gas company heighten the concern over regulatory risk and delay.

 

   

The offer’s extraordinarily broad conditions render it illusory. The numerous conditions of the offer, many of which may be asserted by Air Products in its sole discretion and have low thresholds of materiality, create significant uncertainty and risk as to whether the offer can be completed and the timing for completion.

 

   

Air Products has employed highly aggressive tactics – including deceptive statements, meritless litigation and misleading personal attacks – designed to direct attention away from the grossly undervalued and opportunistic nature of its offer. These tactics underscore the marked difference between the cultures of the two companies and the challenges Air Products would face in integrating Airgas’ operations and meeting the needs of its loyal customers.

 

   

Air Products’ acquisition of Airgas will likely reduce value. Air Products has a poor acquisition track record, little experience relevant to Airgas’ business and a synergy plan that demonstrates its fundamental misunderstanding of our business. This is particularly concerning if Air Products again revises its offer to include stock.


3. How did the Board go about making its decision?

The Board rejected Air Products’ unsolicited offer after a thorough review and reached its decision after careful consideration with the assistance of its independent financial and legal advisors.

Bank of America Merrill Lynch and Goldman, Sachs & Co. are serving as financial advisors, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Airgas and its Board of Directors.

 

4. Will Air Products raise its price now that the Airgas Board of Directors has rejected its tender offer? How long will this process take?

It is not productive to speculate on what Air Products may or may not do next. Rather, we ask that you all maintain your dedication to your everyday responsibilities.

While there is no way to know how long this process will last, it will remain business as usual at Airgas. Please keep focused on our own growth plan and business.

 

5. What should I say to customers, business partners and other stakeholders?

You should assure all of our company’s stakeholders that it is business as usual for Airgas. Our Board and management team remain as focused as ever on achieving our business objectives. You can refer them to our website for our press releases and other materials.

 

6. Is there anything employees can be doing to help?

Yes. Airgas’ impressive financial and operational achievements are the result of your continued hard work and dedication. We’re counting on you, Airgas’ talented employees, to stay focused and to continue helping us deliver strong returns for our stakeholders.

 

7. What effect does this announcement have on my job?

Employees should expect no change in their positions or responsibilities as a result of this announcement. We are counting on you to continue to perform your job with the same dedication, focus and excellence as always.

 

8. Where can I get more information?

We will do our best to keep you updated throughout this process. You should also feel free to speak with your manager and to review the materials related to the unsolicited tender offer from Air Products that are available on www.airgas.com.


TENDER OFFER / PROXY CONTEST

 

9. What is a tender offer?

A tender offer is a public offer to all of the stockholders of a company asking those stockholders to sell their stock to the party making the tender offer. Typically, a tender offer is commenced when the offeror places a summary advertisement, or ‘tombstone,’ in a major national newspaper, and the offer to purchase is printed and mailed to the target company's stockholders. A tender offer must comply with the rules and regulations of the Securities and Exchange Commission (SEC), which are quite technical.

It is important to note that Air Products will not be able to purchase any shares tendered until numerous conditions are satisfied, including a number of conditions over which the Airgas Board has control.

 

10. What is a Schedule 14D-9 filing?

A Schedule 14D-9 filing is a Securities and Exchange Commission filing in response to a tender offer in which the target company makes a recommendation to its stockholders. It is, in effect, a description of the Board’s recommendation concerning the offer. The Schedule 14D-9 filing is often accompanied by a letter to stockholders letting them know of the Board’s decision and providing the background of the offer and rationale for the decision.

 

11. What is a proxy fight or a proxy contest?

A proxy fight (sometimes called a proxy contest) is an effort by a third party to win stockholder votes in an election of the corporation’s directors or the vote on a proposal put before the stockholders. Typically, the vote is held at a meeting of the stockholders and is a contest between the company and the third party. The stockholders may vote either in person or by proxy. A validly executed proxy permits an eligible voter to vote without being present at the actual meeting.


ADDITIONAL INFORMATION

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. In response to the tender offer commenced by Air Products Distribution, Inc., a wholly owned subsidiary of Air Products and Chemicals, Inc., Airgas has filed a solicitation/recommendation statement on Schedule 14D-9 with the U.S. Securities and Exchange Commission (“SEC”). 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. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by Airgas through the web site maintained by the SEC at http://www.sec.gov.

In addition, Airgas 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. Investors and security holders will be able to obtain free copies of these documents (when available) and other documents filed with the SEC by Airgas through the web site maintained by the SEC at http://www.sec.gov. Also, materials related to Air Products’ Unsolicited Proposals are available in the “Investor Information” section of the Company’s website at www.airgas.com, or through the following web address: http://investor.shareholder.com/arg/airgascontent.cfm.

CERTAIN INFORMATION REGARDING PARTICIPANTS

Airgas and certain of its directors and executive officers may be deemed to be participants under the rules of the SEC. Security holders may obtain information regarding the names, affiliations and interests of Airgas’ directors and executive officers in Airgas’ Annual Report on Form 10-K for the year ended March 31, 2009, which was filed with the SEC on June 1, 2009, and its proxy statement for the 2009 Annual Meeting, which was filed with the SEC on July 13, 2009. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants in any 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 if and when they become available.

FORWARD-LOOKING STATEMENTS

This communication may contain statements that are forward looking, as that term is defined by the Private Securities Litigation Reform Act of 1995, as amended, or by the SEC in its rules, regulations and releases. These statements include, but are not limited to: our having strong prospects for organic and acquisition growth in the coming years; the economy just beginning its recovery; the view that under the terms of Air Products’ proposal, our stockholders would sacrifice real value and opportunity; our belief that a combination of our two companies could destroy rather than create value; our belief that Air Products’ tender offer would be highly likely to be subject to substantial delays related to U.S. antitrust clearance; and our prospects for continued growth and stockholder value creation. We intend that such forward-looking statements be subject to the safe harbors created by the Private Securities Litigation Reform Act of 1995, as amended. All forward-looking statements are based on current expectations regarding important risk factors and should not be regarded as a representation by us or any other person that the results expressed therein will be achieved. Airgas assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include: adverse changes in customer buying patterns resulting from further deterioration in current economic conditions; weakening in the operating and financial performance of our customers, which can negatively impact our sales and ability to collect our accounts receivable; postponement of projects due to the recession; customer acceptance of price increases; the success of implementing and continuing our cost reduction programs; supply cost pressures; increased industry competition; our ability to successfully identify, consummate, and integrate acquisitions; our ability to achieve acquisition synergies; our continued ability to access credit markets on satisfactory terms; significant fluctuations in interest rates; increases in energy costs and other operating expenses eroding planned cost savings; higher than expected implementation costs of the SAP system; conversion problems related to the SAP system that disrupt our business and negatively impact customer relationships; the


impact of tightened credit markets on our customers; the impact of changes in tax and fiscal policies and laws; the potential for increased expenditures relating to compliance with environmental regulatory initiatives; the impact of new environmental, healthcare, tax, accounting, and other regulation; continued potential liability under the Multiemployer Pension Plan Amendments Act of 1980 with respect to our participation in or withdrawal from multi-employer pension plans for our union employees; the extent and duration of current recessionary trends in the U.S. economy; the effect of catastrophic events; political and economic uncertainties associated with current world events; and other factors described in Airgas’ reports, including its March 31, 2009 Form 10-K, subsequent Forms 10-Q, and other documents filed by Airgas with the SEC.

Exhibit (a)(5)

LOGO

 

 

Mike Molinini

Chief Operating Officer

 

Airgas, Inc.

259 North Radnor-Chester Road

Suite 100

Radnor, PA 19087

http://www.airgas.com

February 22, 2010

Dear Valued Customer:

I am writing to update you on recent developments at Airgas. As you may know, on Thursday, February 11, 2010, Air Products and Chemicals, Inc. commenced a tender offer to acquire Airgas.

This morning, Airgas announced that our Board of Directors, after careful consideration with its independent financial and legal advisors, unanimously voted to reject the unsolicited tender offer, and has recommended that Airgas stockholders not tender their shares into Air Products’ offer. Our Board determined that Air Products’ offer – like the proposals previously reviewed and rejected by the Board – grossly undervalues Airgas and is not in the best interests of Airgas and its stockholders. The press release we issued today detailing the reasons for the Board’s decision is attached.

Our relationship with you is extremely important to all of us here at Airgas, and I want to assure you that it is business as usual. As always, we remain committed to serving our customers and to providing the best solutions for your specific needs.

From time to time, we may update you with information regarding Air Products’ offer that we believe to be important to our ongoing relationship. Our most current materials will also be available on our website at www.airgas.com. Should you have any additional questions, please don’t hesitate to contact your local Airgas representatives.

Thank you for your business and trust in Airgas.

Sincerely,

LOGO


ADDITIONAL INFORMATION

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. In response to the tender offer commenced by Air Products Distribution, Inc., a wholly owned subsidiary of Air Products and Chemicals, Inc., Airgas has filed a solicitation/recommendation statement on Schedule 14D-9 with the U.S. Securities and Exchange Commission (“SEC”). 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. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by Airgas through the web site maintained by the SEC at http://www.sec.gov. Also, materials related to Air Products’ Unsolicited Proposals are available in the “Investor Information” section of the Company’s website at www.airgas.com, or through the following web address: http://investor.shareholder.com/arg/airgascontent.cfm.

In addition, Airgas 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. 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 Airgas through the web site maintained by the SEC at http://www.sec.gov.

CERTAIN INFORMATION REGARDING PARTICIPANTS

Airgas and certain of its directors and executive officers may be deemed to be participants under the rules of the SEC. Security holders may obtain information regarding the names, affiliations and interests of Airgas’ directors and executive officers in Airgas’ Annual Report on Form 10-K for the year ended March 31, 2009, which was filed with the SEC on June 1, 2009, and its proxy statement for the 2009 Annual Meeting, which was filed with the SEC on July 13, 2009. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants in any 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 if and when they become available.

FORWARD-LOOKING STATEMENTS

This communication may contain statements that are forward looking, as that term is defined by the Private Securities Litigation Reform Act of 1995, as amended, or by the SEC in its rules, regulations and releases. These statements include, but are not limited to: our having strong prospects for organic and acquisition growth in the coming years; the economy just beginning its recovery; the view that under the terms of Air Products’ proposal, our stockholders would sacrifice real value and opportunity; our belief that a combination of our two companies could destroy rather than create value; our belief that Air Products’ tender offer would be highly likely to be subject to substantial delays related to U.S. antitrust clearance; and our prospects for continued growth and stockholder value creation. We intend that such forward-looking statements be subject to the safe harbors created by the Private Securities Litigation Reform Act of 1995, as amended. All forward-looking statements are based on current expectations regarding important risk factors and should not be regarded as a representation by us or any other person that the results expressed therein will be achieved. Airgas assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include: adverse changes in customer buying patterns resulting from further deterioration in current economic conditions; weakening in the operating and financial performance of our customers, which can negatively impact our sales and ability to collect our accounts receivable; postponement of projects due to the recession; customer acceptance of price increases; the success of implementing and continuing our cost reduction programs; supply cost pressures; increased industry competition; our ability to successfully identify, consummate, and integrate acquisitions; our ability to achieve acquisition synergies; our continued ability to access credit markets on satisfactory terms; significant fluctuations in interest rates; increases in energy costs and other operating expenses eroding planned cost savings; higher than expected implementation costs of the SAP system; conversion problems related to the SAP system that disrupt our business and negatively impact customer relationships; the impact of tightened credit markets on our customers; the impact of changes in tax and fiscal policies and laws; the potential for increased expenditures relating to compliance with environmental regulatory initiatives; the impact of new environmental, healthcare, tax, accounting, and other regulation; continued potential liability under the Multiemployer Pension Plan Amendments Act of 1980 with respect to our participation in or withdrawal from multi-employer pension plans for our union employees; the extent


and duration of current recessionary trends in the U.S. economy; the effect of catastrophic events; political and economic uncertainties associated with current world events; and other factors described in Airgas’ reports, including its March 31, 2009 Form 10-K, subsequent Forms 10-Q, and other documents filed by Airgas with the SEC.

Our Rejection of Air Products’
Our Rejection of Air Products’
Proposals
Proposals
(Updated)
(Updated)
February 22, 2010    
February 22, 2010    
Exhibit (a)(6)


1
1
This presentation contains statements that are forward looking, as that term is defined by the Private Securities Litigation
Reform Act of 1995, as amended, or by the SEC in its rules, regulations and releases. These statements include, but are not
limited to: our having strong prospects for organic and acquisition growth in the coming years; the economy just beginning its
recovery;
the
view
that
under
the
terms
of
Air
Products’
proposal,
our
stockholders
would
sacrifice
real
value
and
opportunity;
our
belief
that
a
combination
of
our
two
companies
could
destroy
rather
than
create
value;
and
our
prospects
for
continued
growth and stockholder value creation. We intend that such forward-looking statements be subject to the safe harbors created
thereby. All forward-looking statements are based on current expectations regarding important risk factors and should not be
regarded as a representation by us or any other person that the results expressed therein will be achieved. Airgas assumes no
obligation to revise or update any forward-looking statements for any reason, except as required by law. Important factors that
could cause actual results to differ materially from those contained in any forward-looking statement include: adverse changes
in
customer
buying
patterns
resulting
from
further
deterioration
in
current
economic
conditions;
weakening
in
the
operating
and
financial performance of our customers, which can negatively impact our sales and ability to collect our accounts receivable;
postponement of projects due to the recession; customer acceptance of price increases; the success of implementing and
continuing our cost reduction programs; supply cost pressures; increased industry competition; our ability to successfully
identify,
consummate,
and
integrate
acquisitions;
our
ability
to
achieve
acquisition
synergies;
our
continued
ability
to
access
credit markets on satisfactory terms; significant fluctuations in interest rates; increases in energy costs and other operating
expenses eroding planned cost savings; higher than expected implementation costs of the SAP system; conversion problems
related to the SAP system that disrupt our business and negatively impact customer relationships; the impact of tightened
credit markets on our customers; the impact of changes in tax and fiscal policies and laws; the potential for increased
expenditures relating to compliance with environmental regulatory initiatives; the impact of new environmental, healthcare, tax,
accounting, and other regulation; continued potential liability under the Multiemployer Pension Plan Amendments Act of 1980
with respect to our participation in or withdrawal from multi-employer pension plans for our union employees; the extent and
duration
of
current
recessionary
trends
in
the
U.S.
economy;
the
effect
of
catastrophic
events;
political
and
economic
uncertainties
associated
with
current
world
events;
and
other
factors
described
in
Airgas’
reports,
including
its
March
31,
2009
Form 10-K, subsequent Forms 10-Q, and other documents filed by Airgas with the SEC.
Forward-Looking Statements
Forward-Looking Statements
1
1


2
2
2
2
ADDITIONAL INFORMATION
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities.  In response to the
tender offer commenced by Air Products Distribution, Inc., a wholly owned subsidiary of Air Products and Chemicals, Inc.,
Airgas has filed a solicitation/recommendation statement on Schedule 14D-9 with the U.S. Securities and Exchange
Commission (“SEC”). 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.  Investors and security holders may obtain free copies of these documents and other documents filed with the
SEC by Airgas through the web site maintained by the SEC at http://www.sec.gov
In addition, Airgas 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.  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 Airgas through the web site maintained by the SEC at
http://www.sec.gov.
CERTAIN INFORMATION REGARDING PARTICIPANTS
Airgas and certain of its respective directors and executive officers may be deemed to be participants under the rules of the
SEC.
Security
holders
may
obtain
information
regarding
the
names,
affiliations
and
interests
of
Airgas’
directors
and
executive
officers in Airgas’
Annual Report on Form 10-K for the year ended March 31, 2009, which was filed with the SEC on June 1,
2009,
and
its
proxy
statement
for
the
2009
Annual
Meeting,
which
was
filed
with
the
SEC
on
July
13,
2009.
These
documents
can
be
obtained
free
of
charge
from
the
sources
indicated
above.
Additional
information
regarding
the
interests
of
these
participants in any 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 if and when they become
available.


Why We Rejected Air Products’
Why We Rejected Air Products’
Proposals
Proposals


4
4
Why Airgas’
Why Airgas’
Board Has Rejected Air
Board Has Rejected Air
Products’
Products’
Proposals
Proposals
Air Products’
proposals:
Grossly undervalue Airgas
Do not reflect value of Airgas’
industry-leading position, unrivaled platform, and
substantial recent investments
Attempt to exploit a temporary valuation anomaly
Do
not
reflect
Airgas’
significant
opportunities
in
economic
recovery
Airgas’
standalone
value
proposition
is
superior
to
Air
Products’
proposals
Track record of double-digit growth
11% Revenue CAGR
17% EBITDA* CAGR
20% Diluted EPS CAGR
21% Cashflow
from Operations* CAGR
Outstanding share price performance
4,201% total shareholder return since IPO
85% total shareholder return in past 5 years
4
4
Note: CAGR (Compound Annual Growth Rate) calculated over 2001-2009 period and based on company filings calendarized to December year end. Total shareholder return as of
February 4, 2010 
*See attached reconciliation of non-GAAP measures


5
5
Airgas’
Airgas’
Investment Highlights
Investment Highlights
The premier packaged gases company with leading market position in a
consolidating industry
Management and Board’s 11.8% equity ownership strongly aligns our interests
with shareholders
Organic growth in excess of end-market demand through leveraging existing
infrastructure
Unmatched product and service offerings serving customer base diversified
across industries
Poised to capitalize on substantial infrastructure investment and industry
consolidation achieved over the last decade
Significant value still to be realized from efficiency programs and continued
development of our “operating culture”
Resilient financial performance and significant leverage to expected economic
recovery
Strong cash flow drives shareholder value creation
5
5


6
6
6
6
6
6
Background to Air Products’
Background to Air Products’
Proposals
Proposals
October
15,
2009:
Air
Products
CEO
made
an
unsolicited
verbal
proposal
to
Airgas CEO to acquire Airgas for $60 per share on an all-stock basis
November
20,
2009:
Air
Products’
CEO
sent
a
letter
to
Airgas’
CEO
making
an
unsolicited proposal to acquire Airgas for $60 per share on an all-stock basis
December
17,
2009:
Air
Products’
CEO
sent
a
letter
to
Airgas’
CEO
with
an
unsolicited proposal to acquire Airgas for $62 per share including up to 50%
cash consideration
February
4,
2010:
Air
Products
CEO
sent
a
letter
to
Airgas
CEO
with
an
unsolicited proposal to acquire Airgas for a reduced
price of $60 per share on
an all-cash basis
February
11,
2010:
Air
Products
commenced
tender
offer
at
the
same
$60
price per share
Source:  Airgas Schedule 14D-9 dated February 22, 2010
Airgas’
Board of Directors Has Unanimously Rejected Each of
Air Products’
Proposals Because They Significantly Undervalue
Airgas and its Future Prospects


Airgas –
Airgas –
Creating Shareholder Value
Creating Shareholder Value


8
8
8
8
We Are Highly Confident
We Are Highly Confident
in Our Mid-Term Financial Goals
in Our Mid-Term Financial Goals
TTM
9/30/09
Sales
$4B
Operating
Margin
11.5%
ROC*
10.8%
Acquired Sales CAGR ~3%
SSS CAGR ~5%-7%
Cost Savings Initiatives       
~60-80 bps
Op. Leverage on Sales Growth
~100-150 bps
Assumptions
Revenue Growth
Op. Margin Expansion
Capex
5-6% of sales
Additional Assumptions
Core products CAGR 3-5%; Strategic Products CAGR 7-9%
$150M in sales acquired annually
Non-Tech IP avg
annual growth rate 2-3%
* See non-GAAP reconciliations attached.
Note: “CAGR”
= Compound Annual Growth Rate
FY13-14
Goals
Sales
$5.5B+
Operating
Margin
13%-14%
ROC*
14.5%-15.5%


9
9
Calendar 2012 View of Mid-Term Goals
Calendar 2012 View of Mid-Term Goals
SSS CAGR ~7%
Core products CAGR 3-5%;
Strategic Products CAGR 7-9%
Non-Tech IP CAGR 2-3%
Acquired Sales CAGR ~3%
Operating Efficiency Programs ~60 bps
Non-dependent on economy
Specific Programs Identified
Op. Leverage on Sales Growth ~50 bps
Assumptions
* See attached non-GAAP reconciliations for EBITDA and CY2009 Adjusted EPS.
NOTE: “CAGR”
= Compound Annual Growth Rate
Revenue Growth
Operating / EBITDA Margin Expansion
Strong Cash Flow / Debt Pay Down
CY2009
CY2008
Sales
$3.9B
EBITDA
Margin*
17.3%
EPS*
$2.67
Sales
$4.4B
EBITDA
Margin*
17.0%
EPS
$3.19
Earnings and cash flow drive 20% CAGR
Dividends
Per Share
$0.70
Dividends
Per Share
$0.52
CY2012
CY2012
2
Sales
Sales
$5.2B+
$5.2B+
EBITDA
EBITDA
Margin*
Margin*
18%-18.5%
18%-18.5%
EPS
EPS
$4.20+
$4.20+
Dividends
Dividends
Per Share
Per Share
$1.20
$1.20
Growth
Accelerators
and
further
leverage
of
infrastructure
and
broad
product
&
service
offerings
drive above market growth and provide further upside for Sales and Earnings
Cost
reductions
and
operating
efficiencies
of
~$70
million
since
Dec
2008
Strong momentum into Dec-08 prior to 2009 recession
Significant leverage to economic recovery


10
10
Consistently Strong Performance
Consistently Strong Performance
Against Mid-Term Financial Goals
Against Mid-Term Financial Goals
10
10
* Results exclude unusual items. See attached non-GAAP reconciliations.
Performing well toward FY11 Goals prior to 2009 recession
Highly confident in our mid-term goals


Airgas Fiscal Year EPS Results vs.
Airgas Fiscal Year EPS Results vs.
Guidance & Consensus
Guidance & Consensus
11
11
____________________
Consensus
Estimates
Source:
FactSet
as
of
February
12,
2010.
Initial FY EPS ARG Guidance vs. FY EPS Results
Fiscal Year
Initial Guidance Date
Guidance Range
EPS* Results
FY06
May-05
$1.43 -
$1.50
$1.54
FY07
May-06
$1.76 -
$1.84
$2.00
FY08
May-07
$2.33 -
$2.41
$2.68
FY09
May-08
$3.24 -
$3.40
$3.12
FY10
May-09
$2.60 -
$2.90
$2.66 -
$2.70**
* See attached non-GAAP reconciliations.
** Range based on 4Q10 guidance provided on 1/28/10.
Performance consistently at or above Street expectations


12
12
Delivering Superior Growth to Shareholders
Delivering Superior Growth to Shareholders
12
12
Revenue
2001-2009 CAGR
EBITDA (b)
2001-2009 CAGR
EBITDA –
Capex (a)
2001-2009 CAGR
Note: “CAGR”
= Compound Annual Growth Rate
Note: Financial data based on calendar year end. See attached reconciliations for non-GAAP measures
(a)
Capex net of  proceeds from sales of plant and equipment
(b)
Airgas figures exclude loss due to debt extinguishment and multi-employer pension withdrawal charges
(c)
Diluted EPS reflects earnings per diluted share before the cumulative effect of change in accounting principle
Diluted EPS (c)
2001-2009 CAGR
11
%
15
%
17
%
20
%
Revenue
EBITDA - Capex
EBITDA
Diluted EPS


13
13
Delivering Superior Value to Shareholders
Delivering Superior Value to Shareholders
13
13
Absolute Total Shareholder Return
Since Airgas’
IPO (a)
4,201%
Total Shareholder Return CAGR
Since Airgas’
IPO (a)
18%
Total Shareholder Return Since January 1,
1987 Ranking in S&P 500 (b)
#26 highest out of 500
Officer and Director Stock Beneficial Ownership
11.8%
Officer and Director Stock Beneficial Ownership
Ranking in S&P 500
#29 highest out of 500
Note: Market data as of February 4, 2010
(a)
Split-adjusted,
since
Airgas’
IPO
in
1986.
Total
Shareholder
Return
calculated
as
share
price
plus
dividends
reinvested.
(b)
Excludes current S&P 500 constituents which were not public at January 1, 1987.


Airgas’
Airgas’
Growth Strategy
Growth Strategy


15
15
Airgas is the Premier U.S. Packaged
Airgas is the Premier U.S. Packaged
Gas Company
Gas Company
15
15


16
16
16
16
Unparalleled Distribution Platform
Unparalleled Distribution Platform
1,100+
Locations
850+
retail
stores
325+
HP
fill
plants
16 ASU’s
19 acetylene plants
7 liquid CO
2
production plants
65+
regional
spec
gas
labs
9 national spec gas labs
6 hardgoods
distribution centers
14,000+
Associates
~1,500 sales people
(25% specialists)
5,000+
drivers
10M+
Cylinders
13,000+
Bulk
Tanks
5,000+
Vehicles
Branch Location
/ Retail Store /
Other
Air Separation
Unit (“ASU”)
Hardgoods
Distribution
Center


17
17
Leader in Our Product and Service Offerings
Leader in Our Product and Service Offerings
17
17
Undisputed leader of the U.S. packaged gas market
Leading position in U.S. packaged industrial,
medical, and specialty gas market
Significant position in U.S. bulk market
Leading platform for U.S. refrigerants, ammonia,
and process chemicals
A leading producer of various gases
Fifth largest U.S. producer of atmospheric gases
Leading
U.S.
supplier
of
liquid
CO
2
and
dry
ice
Largest U.S. producer of nitrous oxide
Leading supplier of hardgoods
in U.S.
Welding, safety and related MRO supplies
Red-D-Arc
®
rental welders
National platform supports multiple sales channels:
Branch-based field sales
Retail stores
Strategic Accounts
Distributors
Telesales
Catalog
eBusiness


18
18
Growth Accelerators
Growth Accelerators
Growth
"Accelerators"
Projected
to
Add
3
-4%
to
Base
Top-line
Growth,
and
Result
in
Significant
Earnings
Growth
Due
to
Airgas’
Operating
Leverage


19
19
Broad Product and Service Offerings
Broad Product and Service Offerings
Delivered to Diversified Customer Segments
Delivered to Diversified Customer Segments
19
19


20
20
20
20
Bulk Gas
Bulk Gas
Medical Sales
Medical Sales
Safety Products
Safety Products
CO
CO
2
2
/Dry Ice
/Dry Ice
3Q10: Broad-based sequential increase in customer activity;
continued strong existing customer penetration
Long-term: Strong cross-sell, customer base under-penetrated
3Q10: Sequential improvement in industrial mfg, including steel,
auto, and alt. energy; continued strength in food-freezing
Long-term: Application growth, engineering solutions, sales force
presence in the field
3Q10: Slowing in elective and non-critical procedures more than
offset by new customer signings
Long-term: Population demographics for respiratory therapy, full
range of supply modes, strong cross-sell
3Q10: Difficult YoY
comps due to prior year surcharges;
sequential decline due to seasonality of business
Long-term: Food product applications, beverage market
Specialty Gas
Specialty Gas
3Q10: Slowing in chemical processing industries YoY; demand for
core spec gases, including EPA protocols, improving sequentially
Long-term: Application growth, environmental regulations,
enhanced capabilities
-14%
5%
-4%
8%
8%
3-Year
CAGR
3Q10
3Q10
Organic
Organic
Growth
Growth
Strategic Products represent ~40% of total sales
and have strong growth profiles due to:
Favorable customer segments
Application development
Increasing environmental regulation
Strong cross-sell
Quarterly Sales Commentary / Long-Term Growth Accelerators
Strategic Products
Strategic Products
Strategic Products Drive Above-Market
Strategic Products Drive Above-Market
Growth
Growth
6%
6%
3-Year
CAGR
3Q10
3Q10
Organic
Organic
Growth
Growth
-5%
12%
12%
-5%
8%
8%
2%
2%
9%
9%
-7%
6%
6%
-5%
1%
1%
2%
2%
3Q10
3Q10
Seq. DSR
Seq. DSR
Growth
Growth
3%
3%
5%
5%
3%
3%
4%
4%
-7%
3Q10
3Q10
Seq. DSR
Seq. DSR
Growth
Growth
Total Same-Store Sales
Total Strategic Products
Total Strategic Products
Note: “CAGR”
= Compound Annual Growth Rate


21
21
Fragmented and Still Consolidating Industry
Fragmented and Still Consolidating Industry
21
21
Core U.S. packaged gas and
welding hardgoods
business,
highly fragmented, more than
900 packaged gas distributors
Independent distributors account
for about 50%, half of which is
comprised of the largest 100
independents
100 largest average              
$30M annual revenue
Balance averages                 
$4.5M annual revenue
Local, service-intensive
business, compete in geographic
radius
of
about
50
75
miles
Note: Above data based on Management estimates
Airgas is strategically positioned as the preferred acquirer


22
22
Acquisitions have helped drive growth and expand our
product offering
Proven ability to buy and build
22
22
Growth Through Acquisition Integration
Growth Through Acquisition Integration
22
22
Business Unit
Sales Acquired
Date
Performance Today
Airgas Safety
$169M
’96/’97
$450M+
profitable
platform
w/
double-digit
growth
Red-D-Arc
®
Welderentals
$15M
’96
$120M+
revenue
w/
above
average
profitability
Airgas Puritan Medical
$70M
’00
$300M+
revenue
w/
product
&
platform
expansions
Ammonia
$65M
’06
$100M+
revenue
as
part
of
Airgas
Specialty
Products
Airgas Merchant Gases
$176M
’07
Significant enhancement to existing bulk
capabilities;
$400M+
revenue
;
more
than
doubled
bulk gas business upon integration


23
23
23
23
23
23
* See attached non-GAAP reconciliations.
1Q09
2Q09
3Q09
4Q09
1Q10
2Q10
3Q10
Sales
$1,117M
$1,162M
$1,079M
$992M
$979M
$962M
$942M
Sales/Day
$17.5M
$18.2M
$17.4M
$15.7M
$15.3M
$15.0M
$15.2M
Seq. Chg.
3%
4%
-4%
-10%
-3%
-2%
+1%
SSS
7%
8%
1%
-13%
-17%
-19%
-14%
EBITDA*
$189M
$200M
$186M
$172M
$165M
$170M
$165M
EBITDA
Margin*
16.9%
17.2%
17.2%
17.4%
16.8%
17.7%
17.5%
Adj. EPS*
$0.81
$0.86
$0.76
$0.68
$0.66
$0.68
$0.65
FCF*
$58M
$54M
$59M
$157M
$119M
$105M
$66M
Profitability preserved in extraordinarily difficult economic environment
Stable cylinder and cryogenic tank rental revenue
Quick, effective expense reduction
Strategic Accounts / Products outperformed core industrial business
3Q10 –
first sequential improvement in daily sales since 2Q09
Durable Business Model
Durable Business Model
Across Economic Cycles
Across Economic Cycles


24
24
24
24
Cost Savings Programs
Cost Savings Programs
Drive Margin Improvement
Drive Margin Improvement
Established goal of $25M annual run-rate operating efficiencies by
September 2010
Have achieved over $25M savings
Routing logistics
$7M+
Cylinder testing
$6M+
Freight
$5M+
Plant studies
$3M+
Fuel
$2M+
Indirect spend
$2M
At December 2009 Analyst Meeting, announced new savings target of
$40M over next 4 years
Logistics, plant studies and cylinder testing will drive savings
Approximately $10M each year


$446M
$66M
25
25
25
25
* See
non-GAAP
reconciliations
attached.
NOTE: “CAGR”
= Compound Annual Growth Rate
Strong Cash Flow
Strong Cash Flow
Drives Shareholder Value Creation
Drives Shareholder Value Creation
Strong Cash Flow from Operations*
Funds growth / maint. capex
Returns cash to stockholders through
Funds acquisitions
dividends and share repurchases
Accelerates debt paydown


26
26
26
26
Significant Upside Remains for Airgas
Significant Upside Remains for Airgas
Shareholders
Shareholders
Acquisition opportunities still abundant in a highly-fragmented industry –
considerable leverage to our premier distribution infrastructure
Sales & marketing alignment by customer segment only recently expanded to
all target segments –
tremendous leverage to fast-growing Strategic Accounts
program
Transition to customer-centric operating culture will enhance cross-sell
opportunities for an already compelling product and service offering
Strategic Products growth will outperform the core business during the
economic recovery
SAP platform to unlock significant yet-to-be-quantified incremental benefits –
provide upside to our mid-term financial targets
Agility
to
identify
and
quickly
integrate
adjacencies
opportunities
for
additional
adjacencies
Growth in adjacencies like refrigerants and diesel exhaust fluid
will accelerate
under tighter regulatory standards in the next several years


Why Air Products’
Why Air Products’
Proposals Are
Proposals Are
Opportunistic
Opportunistic


28
28
28
28
Market Perspectives on Air Products’
Market Perspectives on Air Products’
Opportunistic Proposal
Opportunistic Proposal
“I’m concerned about integration risk…When you have a company acquiring a business that
it’s not intimately familiar with sometimes they don’t wind up with the results that they think
they
will…I’m
not
seeing
the
global
synergies
that
[Air
Products
has]
talked
about.”
John Rogers, Moody’s Investor Service, 18 February 2010
“Air Products’
bid to acquire Airgas is a take-under.”
Mark Gulley, Soleil Securities, 5 February 2010
“While $60 is a 38% premium, ARG’s
stock was already there less than 18-months ago."
Edward Yang, Oppenheimer, 5 February 2010
“FY11
earnings
estimates
do
not
likely
fully
reflect
ARG's
earnings
power.”
Michael Sison, KeyBanc, 5 February 2010
“The move is a bit surprising to us, since Air Products got out of the packaged gases
business
several
years
ago
by
selling
its
business
to
Airgas
...
our
concern
is
why
did
Air
Products
sell
the
business
in
the
first
place,
only
to
reacquire
it
later?”
P.J. Juvekar, Citi, 5 February 2010
Permission to use quotations neither sought nor obtained.


29
29
29
29
Air Products Highlights Some of the
Air Products Highlights Some of the
Compelling Elements of Airgas’
Compelling Elements of Airgas’
Business
Business
Air
Products
CEO
John
McGlade
at
Barclays
Capital
Industrial
Select
Conference
on
Feb.
17,
2010:
“…given some of the market sectors or the industry sectors that Airgas is involved in,
this gives us a really good opportunity for Air Products in the United States to access some
of
the
industry
sectors
that
you
have
here
fabrication,
construction,
pharmaceuticals,
etc…in many cases, these industries buy proportionally more packaged gases than
they
do
liquid
bulk.
So
largely
not
really
available
to
Air
Products
in
the
U.S. market
these
are
good
industries,
and
typically,
if
you
look
at
most
of
these,
they
aren’t
cyclical
in
the
nature
of
some
industrial
cycle.
In
fact,
in
many
cases
really
follow
more
of
a
population
type
of
cycle
in
the
food,
the
medical,
pharmaceuticals,
etc.”
“…the North American market still represents 28% of the worlds growth over the
next five years. It’s a very attractive market.
“…ability in this space to continue to do roll-up acquisitions in the packaged gas
space
and
some
of
the
cross-selling
opportunities
and
the
industry
sector
opportunities…”
[Air Products was] impacted by the global recession just like every company was impacted
in the global recession.”
Permission to use quotations neither sought nor obtained.


30
30
30
30
Air Products Admits
Air Products Admits
its Proposals Are Opportunistic
its Proposals Are Opportunistic
“Timing is excellent”
Air Products investor presentation, 5 February 2010
“We believe the timing of the combination is ideal.  The
economy is just beginning to emerge from recession”
John McGlade, Air Products Chairman, President and CEO, Air Products press
release, 5 February 2010
“We said how much can we give to the Airgas shareholders
and still have this be a very, very good deal for the Air
Products shareholders”
Paul Huck, Air Products SVP & CFO, Air Products investor call, 5 February 2010
Permission to use quotations neither sought nor obtained.


31
31
Airgas’
Airgas’
Stock Price Has Consistently
Stock Price Has Consistently
Outperformed…
Outperformed…
31
31
Indexed Price Performance to February 4, 2010
Source: Bloomberg as of February 4, 2010
(100)%
0%
100%
200%
300%
400%
500%
600%
700%
800%
900%
1,000%
Jan-2001
Jul-2002
Jan-2004
Jul-2005
Jan-2007
Jul-2008
Feb-2010
Airgas
Air Products
S&P 500 Index
539.0
79.7
(19.5)
Airgas Has Delivered Consistently Superior Share Price Performance


32
32
…Driving Superior Total Shareholder
…Driving Superior Total Shareholder
Returns in Nearly Every Measurable Period
Returns in Nearly Every Measurable Period
32
32
Source: Company filings and Bloomberg data
Note: Total Shareholder Return calculated based on share price plus dividends reinvested.
Cumulative Total Shareholder Return to January 1, 2010


33
33
Airgas Has Significantly
Airgas Has Significantly
Outperformed Air Products
Outperformed Air Products
33
33
Revenue
2001-2009 CAGR
EBITDA *
2001-2009 CAGR
EBITDA * –
Capex
2001-2009 CAGR
Source: Financials based on company filings calendarized to December year end.
* See attached reconciliation of non-GAAP measures.
Diluted EPS
2001-2009 CAGR
5%
11%
Airgas
Air Products
5%
17%
Airgas
Air Products
15%
5%
Airgas
Air Products
7%
20%
Airgas
Air Products
Note:
CAGR
=
Compound
Annual
Growth
Rate


34
34
Airgas’
Airgas’
Superior Track Record
Superior Track Record
in Executing Acquisitions
in Executing Acquisitions
34
34
Since 2000
Airgas
Air Products
Number of Acquisitions
91
21
Total Disclosed Value of
Acquisitions
$2,210 million
$1,765 million
Acquisition and Restructuring
Related Charges ($mm)
$21 million
$393 million (1)
Acquisition Value Leakage (2)
1%
22%
Source: Company public filings
(1) Includes impairment charge on sale of U.S. Healthcare operations in 2009 and HPPC Business in 2007. Excludes charges and losses on currency hedges related to aborted
BOC transaction.
(2) Defined as acquisition and restructuring related charges as percentage of total disclosed value of acquisitions.


35
35
Proposals Exploit Airgas’
Proposals Exploit Airgas’
Only Significant
Only Significant
Annual EBITDA Decline in 22 Years
Annual EBITDA Decline in 22 Years
35
35
Source: Financials per company filings based on March fiscal year end.
* See attached reconciliation of non-GAAP measures.
Annual EBITDA by Fiscal Year*
TTM
Dec 31,
2009
$27
$41
$109
$196
$191
$190
$197
$236
$256
$314
$396
$489
$666
$746
$672
$50
$145
$139
$62
$38
$79
$194
$0
$200
$400
$600
$800
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009


36
36
36
36
A Temporary Market Overreaction
A Temporary Market Overreaction
Source: Bloomberg; market data as of February 4, 2010
$20
$30
$40
$50
$60
$70
$80
Jan-09
Feb-09
Mar-09
Apr-09
May-09
Jun-09
Jul-09
Aug-09
Sep-09
Oct-09
Nov-09
Dec-09
Jan-10
Feb-10
$43.53
Airgas Stock Price
January 15 –
February 4
(14)%
(12)%
(10)%
(8)%
(6)%
(4)%
(2)%
0%
2%
15-Jan
22-Jan
29-Jan
January 28, 2010
Airgas announces
Q3 FY 2010
earnings
miss guidance by
just 2 cents (3.0%),
stock falls 10%
(10)%


37
37
Airgas is Well-Positioned
Airgas is Well-Positioned
for the U.S. Economic Recovery
for the U.S. Economic Recovery
37
37
Note: GDP forecasts per Bloomberg consensus as of February 9, 2010. Airgas estimates per IBES as of February 4, 2010.  EBITDA calendarized to December
year end
0.4
%
24
%
25
%
3.6
%
3.1
%
2.7
%
2.1
%
(2.4)%
2.7
%
2.9
%
22
%
7
%
(11)%
24
%
10
%
33
%
(15.0)%
(5.0)%
5.0
%
15.0
%
25.0
%
35.0
%
2004
2005
2006
2007
2008
2009
2010E
2011E
U.S. GDP Growth
Airgas EBITDA Growth
U.S. GDP Growth and Airgas EBITDA Growth
(% Year-over-Year)


38
38
Same
Same
-Store
-Store
Sales
Sales
Are
Are
Beginning
Beginning
to
to
Rebound
Rebound
Our Same-Store Sales Grow in Excess of Non-Tech Industrial Production, Which
Has Now Troughed and Begun to Demonstrate Quarterly Growth
-25%
-20%
-15%
-10%
-5%
0%
5%
10%
15%
ARG Dist. SSS
Non-tech IP


39
39
0
20
%
40
%
60
%
80
%
100
%
120
%
140
%
160
%
180
%
Mar-98
Mar-99
Mar-00
Mar-01
Mar-02
Mar-03
Mar-04
15 months
31% recovery
78% post-recovery
EPS growth
0%
20%
40%
60%
80%
100%
120%
140%
160%
180%
Mar-98
Mar-99
Mar-00
Mar-01
Mar-02
Mar-03
Mar-04
22 months
346% recovery
Prior cycle peak
April 1998
Now is Precisely the
Now is Precisely the
Wrong Time to Sell Airgas
Wrong Time to Sell Airgas
39
39
Share Price Indexed to Peak
1998-2004
EPS Indexed to Peak
1998-2004
Sources: Bloomberg, CapitalIQ
Airgas’
EPS and Share Price Performance Recover Late in the Cycle but
Perform Strongly in Periods of Economic Recovery and Expansion


Conclusion
Conclusion


41
41
Air Products’
Air Products’
Proposals Grossly
Proposals Grossly
Undervalue Airgas and Are Opportunistic
Undervalue Airgas and Are Opportunistic
41
41
Air Products’
proposals:
Grossly undervalue Airgas
Do
not
reflect
value
of
Airgas’
industry-leading
position,
unrivaled
platform,
and
substantial recent investments
Attempt to exploit a temporary valuation anomaly
Do
not
reflect
Airgas’
significant
opportunities
in
economic
recovery
Airgas’
standalone
value
proposition
is
superior
to
Air
Products’
proposals
Track record of double-digit growth
11% Revenue CAGR
17% EBITDA* CAGR
20% Diluted EPS CAGR
21% Cashflow
from Operations* CAGR
Outstanding share price performance
4,201% total shareholder return since IPO
85% total shareholder return in past 5 years
Note: CAGR (Compound Annual Growth Rate) calculated over 2001-2009 period and based on company filings calendarized to December year end. Total shareholder return as of     
February 4, 2010 
*See attached reconciliation of non-GAAP measures


Appendix
Appendix


43
43
43
43
Reconciliation: Return on Capital
Reconciliation: Return on Capital
($millions)
FY13-14E
TTM
9/30/09
Operating Income (TTM)
$750
$463
5-Quarter Averages:
Total Assets
5,260
4,380
Securitized Trade Receivables
320
320
Current Liabilities (net of debt)
(580)
(434)
Average Capital Employed
$5,000
$4,266
Return on Capital
15.0%
10.8%
The Company believes this return on capital computation helps investors assess how effectively the Company uses the capital
invested in its operations. Our management uses return on capital as a metric for determining employee compensation.  Non-GAAP
numbers should be read in conjunction with the GAAP financial measures, as non-GAAP metrics are merely a supplement to, and
not a replacement for, GAAP financial measures.  It should be noted as well that our return on capital information may be different
from the return on capital computations provided by other companies.
Quarterly averages used in the computation of return on capital above reflect the impact of material acquisitions as of their
acquisition date.


44
44
44
44
Reconciliation:
Reconciliation:
Net Earnings to Adjusted EBITDA
Net Earnings to Adjusted EBITDA
The Company believes this presentation of adjusted EBITDA helps investors better assess earnings quality. Non-GAAP
numbers should be read in conjunction with GAAP financial measures, as non-GAAP metrics are merely a supplement to,
and not a replacement for, GAAP financial measures.
It should be noted as well that our adjusted EBITDA metric may be
different from adjusted EBITDA metrics provided by other companies.
12 Months Ended
31 December
12 Months Ended
31 December
2009
2001
Net earnings (loss)
$213
($18)
Cumulative effect of change in accounting principle
0
59
Earnings before the cummulative effect of a change
in accounting principle
$213
$41
Plus:
Income taxes
$136
$26
Equity in earnings of unconsolidated affiliates
0
(3)
Interest expense, net
70
48
Discount on securitization of trade receivables
6
5
Loss on the extinguishment of debt
9
0
Other (income) expense, net
(1)
(1)
Depreciation
210
62
Amortization
22
12
Multi-employer pension plan withdrawal charge
7
0
Adjusted EBITDA
$672
$190


45
45
45
45
45
45
Reconciliation: Diluted Earnings per Share
Reconciliation: Diluted Earnings per Share
2009
2001
Net earnings (loss) per diluted share
$2.56
($0.26)
Add:
Cumulative effect per diluted share
of change in accounting principle
-
             
0.85
Earnings per diluted share before
cumulative effect of change in accounting principle
$2.56
$0.59
Twelve Months Ended
December 31,


46
46
46
46
Reconciliations:
Reconciliations:
Quarterly Adjusted EBITDA and Adjusted EPS
Quarterly Adjusted EBITDA and Adjusted EPS
Adjusted EBITDA
($ in millions)
1Q09
2Q09
3Q09
4Q09
1Q10
2Q10
3Q10
Operating Income
$ 135
$ 145
131
$  
115
$  
108
$  
110
$  
100
$  
Plus:
Depreciation
49
      
49
      
50
      
51
      
52
      
53
      
54
      
Amortization
5
         
6
         
5
         
6
         
5
         
5
         
6
         
Multi-employer pension plan
withdrawal charge
-
     
-
     
-
     
-
     
-
     
2
         
5
         
Adjusted EBITDA
$ 189
$ 200
$ 186
$ 172
$ 165
$ 170
$ 165
Fiscal Quarters
The Company believes this presentation of Adjusted EBITDA helps investors better assess earnings quality.
Adjusted EPS
1Q09
2Q09
3Q09
4Q09
1Q10
2Q10
3Q10
Earnings per diluted share
$ 0.81
$ 0.86
$ 0.76
$ 0.68
$ 0.66
$ 0.65
$ 0.56
Plus:
Debt extinguishment charge
-
     
-
     
-
     
-
     
-
     
0.02
   
0.05
   
Multi-employer pension plan
withdrawal charge
-
     
-
     
-
     
-
     
-
     
0.01
   
0.04
   
Adjusted earnings per diluted share
0.81
0.86
0.76
0.68
0.66
0.68
0.65
Fiscal Quarters
The Company believes that adjusted earnings per diluted share provides investors meaningful insight into the Company's earnings
performance
without
the
impact
of
debt
extinguishment
and
multi-employer
pension
plan
withdrawal
charges.
Non-GAAP
numbers
should
be
read in conjunction with GAAP financial measures, as non-GAAP metrics are merely a supplement to, and not a replacement for, GAAP
financial measures.
It should be noted as well that our adjusted earnings per diluted share metric may be different from adjusted earnings per
diluted share metrics provided by other companies.


47
47
Reconciliations: Adjusted EPS FY06-FY09
Reconciliations: Adjusted EPS FY06-FY09
Reconciliation of Adjusted Earnings per Share (EPS)
Years Ended March 31,
2006
2007
2008
2009
EPS from continuing operations
1.62
$          
1.92
$          
2.66
$          
3.12
$          
Debt extinguishment charge
-
               
0.10
             
-
               
-
               
Stock-based compensation
(1)
(0.10)
           
-
               
-
               
-
               
Hurricane-related losses
0.02
             
-
               
-
               
-
               
National Welders conversion charge
-
               
0.03
             
-
               
Benefit from state tax law change
-
               
(0.02)
           
(0.01)
           
-
               
Adjusted EPS from continuing operations
1.54
$          
2.00
$          
2.68
$          
3.12
$          
The Company believes this presentation of Adjusted EPS helps investors better assess earnings quality.
(1)
The Company adopted SFAS 123R, “Share-based Payments,” using the “modified prospective” method effective
April 1, 2006. The reduction of earnings in fiscal year 2006 represents stock-based compensation expense the
Company would have recognized if SFAS 123R had been applicable in those periods.


48
48
Reconciliation: Free Cash Flow
Reconciliation: Free Cash Flow
48
48
The Company believes that free cash flow and adjusted cash from operations provide investors meaningful insight into the Company's ability to generate cash from
operations, which is available for servicing debt obligations and for the execution of its business strategy, including acquisitions, the prepayment of debt, or to support
other investing and financing activities.  Non-GAAP numbers should be read in conjunction with GAAP financial measures, as non-GAAP metrics are merely a
supplement to, and not a replacement for, GAAP financial measures.  It should be noted as well that our free cash flow and adjusted cash from operations metrics may
be different from free cash flow and adjusted cash from operations metrics provided by other companies.
TTM
($ in millions)
12/31/09
FY09
FY08
FY07
FY06
FY05
FY04
FY03
FY02
FY01
Net cash provided by operating activities
$581
$583
$550
$326
$346
$212
$204
$187
$244
$196
Adjustments to cash provided by operating activities:
Cash used (provided) by the securitization of
     trade receivables
92
49
(96)
(20)
(54)
(27)
(4)
(25)
(61)
(73)
Stock issued for employee stock purchase plan
16
17
14
12
11
10
7
9
7
6
Tax benefit realized from exercise of stock options
5
12
13
9
-
-
-
-
-
-
Adjusted cash from operations
$694
$660
$482
$327
$302
$195
$207
$171
$190
$129
Capital expenditures
($261)
($352)
($267)
($238)
($209)
($168)
($94)
($68)
($58)
($66)
Adjustments to capital expenditures:
Proceeds from sales of plant and equipment
12
14
9
9
8
5
5
4
3
3
Operating lease buyouts
2
6
1
10
15
24
4
-
-
-
Adjusted capital expenditures
($248)
($332)
($257)
($220)
($186)
($139)
($84)
($64)
($55)
($63)
Free Cash Flow
$446
$328
$225
$107
$116
$57
$123
$107
$135
$66


49
49
49
49
Reconciliation: Quarterly Free Cash Flow
Reconciliation: Quarterly Free Cash Flow
The Company believes that free cash flow and adjusted cash from operations provide investors meaningful insight into the Company's ability
to generate cash from operations, which is available for servicing debt obligations and for the execution of its business strategy, including
acquisitions,
the
prepayment
of
debt,
the
payment
of
dividends,
or
to
support
other
investing
and
financing
activities.
Non-GAAP
numbers
should be read in conjunction with GAAP financial measures, as non-GAAP metrics are merely a supplement to, and not a replacement for,
GAAP financial measures.
It should be noted as well that our free cash flow and adjusted cash from operations metrics may be different from
free cash flow and adjusted cash from operations metrics provided by other companies.
Free Cash Flow
($ in millions)
1Q09
2Q09
3Q09
4Q09
1Q10
2Q10
3Q10
Net cash provided by operating activities
128,619
$
141,623
$
143,196
$
169,329
$
162,259
$
137,511
$
111,965
$
Adjustments to cash provided by operating activities:
    Cash used (provided) by securitization of trade receivables
-
           
-
           
-
           
48,600
     
15,900
     
22,800
     
4,800
       
    Stock issued for the employee stock purchase plan
3,934
       
4,168
       
4,133
       
4,272
       
3,888
       
3,871
       
3,577
       
    Tax benefit realized from the exercise of stock options
7,280
       
1,174
       
2,076
       
1,316
       
1,334
       
1,387
       
1,103
       
    Adjusted cash from operations
139,833
$
146,965
$
149,405
$
223,517
$
183,381
$
165,569
$
121,445
$
Capital expenditures
(85,564)
(99,635)
(97,087)
(69,626)
(67,312)
(64,053)
(60,309)
Adjustments to capital expenditures:
    Proceeds from sales of plant and equipment
3,329
       
1,483
       
6,786
       
2,762
       
2,510
       
3,185
       
3,194
       
    Operating lease buyouts
-
           
5,575
       
-
           
-
           
-
           
-
           
1,687
       
    Adjusted capital expenditures
(82,235)
(92,577)
(90,301)
(66,864)
(64,802)
(60,868)
(55,428)
Free Cash Flow
57,598
$  
54,388
$  
59,104
$  
156,653
$
118,579
$
104,701
$
66,017
$  
Fiscal Quarters


50
50
50
50
50
50
Reconciliation: Operating Income to Adjusted EBITDA to
Reconciliation: Operating Income to Adjusted EBITDA to
Net Cash Provided by Operating Activities
Net Cash Provided by Operating Activities
FY1989
FY1990
FY1991
FY1992
FY1993
FY1994
FY1995
FY1996
FY1997
FY1998
FY1999
Operating income
$15,958
$23,221
$17,286
$26,316
$34,367
$48,667
$72,600
$92,987
$80,480
$111,709
$112,607
Add:
Depreciation & amortization
11,147
     
17,387
     
21,158
     
23,420
     
28,042
     
30,571
     
36,868
     
45,762
     
64,428
     
82,227
       
83,839
       
Adjusted EBITDA
$27,105
$40,608
$38,444
$49,736
$62,409
$79,238
$109,468
$138,749
$144,908
$193,936
$196,446
(Uses)/sources of cash excluded from Adjusted EBITDA, included in
Cash from Operations:
Interest expense, net
($12,245)
($16,198)
($15,179)
($12,838)
($11,403)
($12,486)
($17,625)
($24,862)
($39,367)
($52,603)
($59,677)
Discount on securitization of receivables
-
              
-
              
-
              
-
              
-
              
-
              
-
              
-
              
-
              
-
                
-
                
Current income taxes
404
         
1,700
       
(599)
        
(3,591)
      
(5,653)
      
(7,838)
      
(12,345)
    
(17,654)
    
(20,012)
    
(16,502)
      
(17,244)
      
Other income (expense)
215
         
157
         
870
         
214
         
546
         
453
         
1,607
       
781
         
1,695
       
9,811
        
29,491
       
Equity in earnings of Elkem joint venture
1,415
       
1,435
       
2,009
       
2,019
       
(897)
        
(1,258)
      
(840)
        
(1,428)
      
(1,356)
      
(1,478)
       
(869)
          
(Gains)/losses on divestitures
-
              
-
              
-
              
-
              
-
              
-
              
(560)
        
-
              
-
              
(1,452)
       
(25,468)
      
(Gain)/losses on sale of PP&E
(32)
          
2
             
(715)
        
(76)
          
(292)
        
(63)
          
110
         
(12)
          
616
         
(504)
          
(222)
          
Stock-based compensation expense
-
              
-
              
-
              
-
              
-
              
-
              
-
              
-
              
-
              
-
                
-
                
Income(loss) on discontinued operations
-
              
-
              
-
              
-
              
-
              
-
              
-
              
-
              
478
         
(635)
          
(871)
          
Other non-cash charges
260
         
308
         
252
         
250
         
-
              
-
              
-
              
-
              
3,930
       
11,422
       
-
                
Cash provided (used) by changes in assets and liabilities
4,379
       
702
         
6,712
       
15,968
     
13,608
     
6,752
       
(2,030)
      
(6,948)
      
(14,801)
    
(13,548)
      
(25,273)
      
Net Cash Provided by Operating Activities
$21,501
$28,714
$31,794
$51,682
$58,318
$64,798
$77,785
$88,626
$76,091
$128,447
$96,313
TTM
FY2000
FY2001
FY2002
FY2003
FY2004
FY2005
FY2006
FY2007
FY2008
FY2009
12/31/2009
Operating income
$105,461
$106,728
$124,938
$156,336
$168,544
$202,454
$268,758
$341,452
$476,146
$524,868
$440,221
Add:
Depreciation & amortization
85,262
     
82,796
     
71,757
     
79,279
     
87,447
     
111,078
   
127,542
   
147,343
   
189,775
   
220,795
     
231,517
     
Adjusted EBITDA
$190,723
$189,524
$196,695
$235,615
$255,991
$313,532
$396,300
$488,795
$665,921
$745,663
$671,738
(Uses)/sources of cash excluded from Adjusted EBITDA, included in
Cash from Operations:
Interest expense, net
($56,879)
($59,550)
($46,775)
($46,374)
($42,357)
($51,245)
($53,812)
($60,180)
($89,860)
($84,395)
($69,746)
Discount on securitization of receivables
-
              
(1,303)
      
(4,846)
      
(3,326)
      
(3,264)
      
(4,711)
      
(9,371)
      
(13,630)
    
(17,031)
    
(10,738)
      
(6,200)
       
Current income taxes
(16,902)
    
(13,402)
    
4,546
       
(33,174)
    
(24,623)
    
(22,622)
    
(30,718)
    
(47,972)
    
(69,459)
    
(64,985)
      
(61,399)
      
Other income (expense)
18,625
     
1,324
       
5,987
       
2,132
       
1,472
       
1,129
       
2,462
       
1,601
       
1,507
       
(382)
          
979
           
Equity in earnings of Elkem joint venture
-
              
-
              
-
              
-
              
-
              
-
              
-
              
-
              
-
              
-
                
-
                
(Gains)/losses on divestitures
(17,712)
    
(1,173)
      
(5,548)
      
241
         
-
              
(360)
        
1,900
       
-
              
-
              
-
                
-
                
(Gain)/losses on sale of PP&E
(915)
        
502
         
405
         
(257)
        
(837)
        
(321)
        
(1,330)
      
39
           
714
         
(964)
          
2,058
        
Stock-based compensation expense
-
              
-
              
-
              
-
              
-
              
-
              
-
              
15,445
     
16,629
     
20,635
       
23,427
       
Income(loss) on discontinued operations
(335)
        
(400)
        
(3,529)
      
(1,776)
      
(457)
        
464
         
(1,424)
      
-
              
-
              
-
                
-
                
Other non-cash charges
458
         
2,281
       
1,068
       
-
              
-
              
-
              
-
              
-
              
-
              
-
                
-
                
Cash provided (used) by changes in assets and liabilities
(22,686)
    
78,329
     
95,691
     
33,931
     
17,865
     
(23,456)
    
42,038
     
(57,755)
    
41,505
     
(22,067)
      
28,205
       
Net Cash Provided by Operating Activities
$94,377
$196,132
$243,694
$187,012
$203,790
$212,410
$346,045
$326,343
$549,926
$582,767
$589,062
The Company believes Adjusted EBITDA provides investors meaningful insight into the Company's ability to generate cash from operations to support required working capital, capital expenditures and financial obligations.
Certain reclassifications have been made to prior period financial statements to conform to the current presentation.

Exhibit (a)(7)

LOGO

 

 

Air Products and Chemicals, Inc.    John E. McGlade
7201 Hamilton Boulevard    Chairman, President, and
Allentown, PA 18195-1501    Chief Executive Officer
Tel 610-481-6597   
Fax 610-706-5310   
E-mail mcgladje@airproducts.com   

Via FedEx

20 November 2009

Mr. Peter McCausland

Chairman, President and CEO

Airgas, Inc.

259 N. Radnor-Chester Rd., Suite 100

Radnor, PA 19087-5283

Dear Peter:

I appreciate the several opportunities we have taken to meet and discuss Air Products’ strong interest in acquiring Airgas. I have further reviewed this interest with my Board of Directors this week and, with the full support of the Board, wanted to formalize our offer to acquire all of Airgas’ outstanding shares for $60 per share, equivalent to 0.7296 shares of Air Products’ common stock based on closing prices as of November 19, 2009. This offer provides your shareholders a generous premium over Airgas’ current market value, the potential for tax advantage, and a substantial equity interest in the combined company with access to accelerated future growth and value appreciation. Similar to other recent all-stock transactions, we also expect to buy back a substantial number of shares post-closing of the transaction.

As we have previously discussed, this combination presents compelling industrial and strategic logic. Specifically, the combined company (i) would create a leading industrial gas company with world-class scale and capability in all three modes of supply (packaged gas, liquid bulk, tonnage), (ii) would attain a lower cost structure than either of our companies could achieve individually, and (iii) as a consequence, would be positioned to grow faster both in the U.S. and internationally than either of us might achieve separately.

This offer is based on a careful review of publicly available information and represents full and fair value. Nonetheless, we welcome the opportunity to identify incremental value above and beyond what we have offered and are prepared to engage with you promptly to better understand the sources of that value and how best to share the value between our respective shareholders. To that end, we and our advisors request a meeting with you and your advisors as


Mr. Peter McCausland    -2-    20 November 2009

 

soon as possible, both to explore such additional sources of value and to move expeditiously towards consummating a transaction.

We look forward to a formal response from you and to further discussion regarding our proposal. In the meantime, if you would like to discuss any aspect of our proposal, please feel free to call me at 610-481-6597.

 

Very truly yours,
   LOGO

Exhibit (a)(8)

LOGO

 

 

 

Air Products and Chemicals, Inc.

     

 

John E. McGlade

7201 Hamilton Boulevard       Chairman, President and
Allentown, PA 18195-1501       Chief Executive Officer
Tel 610-481-6597      
Fax 610-706-5310    17 December 2009   
E-mail mcgladje@airproducts.com      

Mr. Peter McCausland

Chairman, President and CEO

Airgas, Inc.

259 North Radnor-Chester Road, Suite 100

Radnor, PA 19087-5283

Dear Peter:

I am writing in response to your letter of December 8th, and to reiterate Air Products’ continued strong interest in a business combination with Airgas. We believe this combination has a very compelling strategic and industrial logic that will create substantial value for our respective shareholders and excellent opportunities for the employees and customers of both companies.

In a demonstration of our good faith and to facilitate productive discussions between the two companies, Air Products hereby increases its offer to acquire all of Airgas’ outstanding shares to $62 per Airgas share. This represents a material increase of $2 per share over our previous offer of $60 per share and a 33% premium to Airgas’ closing price of $46.70 on December 17, 2009.

In your letter, you expressed the view that Air Products is using an unattractive currency for this transaction. While we disagree with this view, our original proposal of an all-stock deal was designed to allow the Airgas shareholders the opportunity to participate fully in the expected appreciation of Air Products’ stock as the synergies of the combined companies are realized. It also provided the potential for a tax benefit by deferring capital gains. As you find an all-stock transaction unattractive, we are prepared to revise our offer to your shareholders by providing a substantial portion of the purchase price in cash. Specifically, we are prepared to offer cash for up to half of the $62 per Airgas share we are offering. As I related to you in our previous conversations, it has always been Air Products’ intention to buy back a substantial number of shares after closing the transaction. We are committed to a robust capital structure that will ensure the combined entity has a stronger financial profile than Airgas has today at a time when access to capital remains crucial to operations and a concern of many shareholders.

You also raised the issue of the relative stock appreciation of our respective companies, mentioning that the Airgas share price appreciation has been significantly greater than that of Air Products. While stock price appreciation is


Mr. Peter McCausland

17 December 2009

Page - 2 -

 

one measure of shareholder value, dividends are another important measure that must be considered as they return cash directly to the shareholders. Air Products has consistently outperformed Airgas in dividend yield. We believe the appropriate measure to consider is total shareholder return, combining both stock price appreciation and dividends paid. On this basis, the table below demonstrates that Air Products has consistently outperformed Airgas over recent history.

 

Annual Total Shareholder Return (Year End ) 30 November

     One Year   Three Years

ARG

   32%   4%

APD

   79%   9%

We believe we can build on the successful returns we have provided to our respective shareholders by combining our two companies which will unlock significant synergies and create substantial additional shareholder value.

With respect to your comments on Air Products’ ability to manage a packaged gas business, you certainly are aware we have a substantial business and set of capabilities in Europe and Asia. To your point on our decision to sell our U.S. business to you in 2002, I believe you know that was based on our belief that to be successful in this business one needs to have significant size and scale; something our U.S. packaged gas business lacked at that time. Airgas, over the last number of years, has created through acquisitions a very successful business in the United States that today does have the necessary size and scale. That is why we are so enthusiastic about a combination of Air Products and Airgas. The collective management team would possess world-class expertise across all modes of supply that we believe would create the premier industrial gas company in the world.

You also raised concerns about potential regulatory issues. As I outlined at our initial meeting, we have carefully studied this issue and, as I recall you agreed during the meeting, there are remedies that are limited in nature, not material to the proposed transaction and unlikely to slow the process in any way. We are willing to take the necessary steps to address these potential issues and believe there are a number of credible buyers for the businesses and facilities that would be in question. We also do not believe the BOC transaction you referenced has any relevance to this proposed combination. The BOC concerns were focused on the bulk and tonnage businesses resulting in substantially greater overlap with Air Products. We would be happy to share the results of our analysis and discuss our findings in this area when we meet.

The last point you raised in your letter was a concern that our legal advisor, Cravath, Swaine and Moore, and our financial advisor, JPMorgan, allegedly have


Mr. Peter McCausland

17 December 2009

Page - 3 -

 

conflicts of interest preventing them from representing us in this matter. We take conflicts very seriously and accordingly made certain before we hired these firms as our advisors that they had no conflicts in their ability to advise Air Products in a merger with Airgas.

Peter, I am disappointed that your letter took the extreme position of not engaging further with us to explore the value that this combination could create for both sets of shareholders, employees and customers. This is especially hard to understand since, in our meeting on 15 October, you acknowledged that a combination of our two companies had compelling strategic and industrial logic.

We continue to believe that the industrial logic is extremely compelling and would result in significant value creation. This combination would create the largest industrial gas company in North America and the third largest industrial gas company in the world, the result being a geographically diverse, full service business with world class skills in all three modes of supply — packaged gases, liquid bulk and tonnage. This transaction provides a unique combination of complementary skills and strengths that we are certain will result in greater value than any other transaction that is possible in the industrial gas industry.

In that regard, Air Products brings the following strengths to a combination with Airgas:

 

   

An extensive global presence and infrastructure that will accelerate the expansion of Airgas’ packaged gas business outside of the United States.

 

   

A liquid bulk plant network both within and outside of the United States that can readily supply the packaged gas business with its principal products.

 

   

World class industrial gas application skills that will enable the growth and expansion of the customer base.

 

   

A significant European packaged gas business and a growing Asian packaged gas business that can benefit from the extensive knowledge of Airgas’ operations.

 

   

An extensive tonnage gas business around the world that will support growth with a low-cost source of liquid gas supply.

 

   

Extensive engineering skills that can execute capital projects on time, on budget, and at a low cost from all three regions.

 

   

Extensive process plant operation skills that support a low-cost position underpinning product supply.

 

   

Over seven years of SAP experience, with a single instance installed including within our packaged gases.


Mr. Peter McCausland

17 December 2009

Page - 4 -

 

We believe the strengths Airgas brings to this transaction are:

 

   

The most extensive sales coverage of any industrial gas company in the United States which will enable us to sell our applications more broadly to a wider customer base.

 

   

Extensive packaged gas skills that, when combined with Air Products’ expertise, will create the best set of packaged gas skills of any industrial gas company.

 

   

Extensive distribution expertise across the packaged gas and micro bulk landscape.

 

   

A complementary supply source for our liquid bulk business, including additional distribution points that will enable us to grow faster and achieve lower costs.

 

   

Extensive acquisition execution and integration skills that will enable us to grow our packaged gas business worldwide by effectively buying smaller distributors.

The value of these combined strengths results in improved costs, margins, returns, growth and cash generation. We believe the combined company should be able to achieve 1% to 2% greater growth than the respective companies could do individually. We also see an entity with a lower cost structure, thereby enabling us to achieve this growth at superior returns. The integrated platform of the new company will allow it to capture economies of scale from its extensive engineering, operations and back office capabilities, with a much greater customer reach and ability to provide better overall service. The increased cash flow and capital access also allow the company to fund greater growth opportunities globally. All of this should result in a higher valuation multiple than either company has achieved on a standalone basis.

In discussions we have had, you said you believe the timing of this transaction is premature. We do not share that belief. We believe the timing for this combination is excellent. The economy is just beginning to emerge from recession which will enable us to take advantage of economies of scale and to achieve the synergies more easily. Airgas is in its initial stages of implementing SAP where Air Products’ expertise could greatly facilitate the implementation of SAP. Finally, you have told me of your international growth aspirations which our global infrastructure would enable to happen faster and better. Airgas would spend significant time and cost trying to develop that infrastructure on its own. It makes no sense to do that when we have the infrastructure available to you. We believe waiting will only erode these advantages and may make the combination less attractive in the future.

To reiterate, we are fully committed to proceeding with this transaction and we very much want to move forward with you to explore the combination. This is a


Mr. Peter McCausland

17 December 2009

Page - 5 -

 

serious and well thought out proposal. If you believe there is incremental value above and beyond our increased offer, we stand willing to listen and to understand your points on value with a view to sharing increased value appropriately with the Airgas shareholders. It is our opinion, however, that the benefits of a letter writing campaign between the two companies have been exhausted. Our teams should meet at this point in the process to move forward in a manner that best serves the interest of our respective shareholders. To that end, we and our advisors are formally requesting to meet with you and your advisors as soon as possible to explore additional sources of value in Airgas and to move expeditiously to consummate a transaction. We believe a consensual discussion of a combination among our two teams will permit the parties to control the process in a manner that advantages both parties’ shareholders.

We expect you will review this proposal with your Board of Directors and any special committees of your Board as soon as possible, and look forward to serious discussions regarding our proposal between the companies and our advisors. If you would like to discuss any aspect of this proposal, please contact me directly.

 

Very truly yours,

/s/ John E. McGlade

John E. McGlade
Chairman, President and Chief Executive Officer

 

c: Douglas Braunstein

Rodney Miller

George Sard

John D. Stanley, Esq.

James C. Woolery, Esq.

Exhibit (a)(9)

LOGO

 

Air Products and Chemicals, Inc.    John E. McGlade
7201 Hamilton Boulevard    Chairman, President and
Allentown, PA 18195-1501    Chief Executive Officer
Tel (610) 481-6597   
Fax (610) 706-5310   
E-mail mcgladje@airproducts.com   

 

Via: Email / peter.mccausland@airgas.com

and Fax / (610) 687-1058

4 February 2010

Mr. Peter McCausland

Chairman, President and CEO

Airgas, Inc.

259 North Radnor-Chester Road, Suite 100

Radnor, PA 19087-5283

Dear Peter:

As you know, we have been trying for the last four months to engage Airgas in friendly discussions regarding a business combination. We are deeply disappointed that you and your board have rejected out of hand two written offers providing your shareholders substantial premiums. In our prior correspondence, we clearly and repeatedly stated our flexibility as to both value and form of consideration, yet you have continued to refuse even to discuss our offers. Your unwillingness to engage has delayed the ability of your shareholders to receive a substantial premium. We remain committed to completing this transaction, and we have therefore decided to inform your shareholders of our offer to expedite the process.

Air Products is prepared to proceed with a fully financed, all-cash offer for all Airgas shares at $60.00 per share, which reflects a premium of 38% to Airgas’ closing price today of $43.53 and 18% above its 52-week high. In addition to a substantial premium, Airgas shareholders will benefit from immediate liquidity in an uncertain economic environment through an offer which we believe fully values Airgas’ complementary capabilities and long-term growth prospects.

Bringing together our complementary skills and strengths will create one of the world’s leading integrated industrial gas companies. Combining Air Products’ global leadership in liquid bulk and tonnage gases with Airgas’ leadership in U.S. packaged gases will create the largest industrial gas company in North America and one of the largest globally – a leader with distinctive strengths and world-class competencies across all distribution channels and geographies. While we have a strong and profitable packaged gas business in Europe and other key international markets, we do not have a position in the U.S. packaged gas business where Airgas is the market leader. As part of this uniquely compelling combination, Airgas would be well positioned to achieve higher growth than it could achieve on a stand-alone basis.

We do not believe there are any significant financial or regulatory impediments to your shareholders’ timely realization of this substantial cash premium. We have secured committed financing from J.P. Morgan to complete the offer and are committed to maintaining a robust capital structure. We have also thoroughly considered the regulatory issues related to this combination and are prepared to make appropriate divestitures, none of which we expect to be material.


Mr. Peter McCausland    -2-    4 February 2010

The strategic and industrial logic of this combination is clear, and we are confident that an Air Products/Airgas combination would create greater value than Airgas or Air Products could each achieve on its own. There are many advantages to consummating this combination now, including:

 

   

The opportunity to improve growth, returns and cash generation.

 

   

Substantial cost synergies, which are expected to yield savings of $250 million annually when fully realized, primarily related to reductions in overhead and public company costs, supply chain efficiencies, and better utilization of infrastructure.

 

   

The ability to leverage Airgas’ extensive U.S. sales force and packaged gases skills, and to build on the foundation of Air Products’ global presence and infrastructure, to accelerate growth both domestically and internationally.

 

   

An integrated platform better able to capture economies of scale from extensive engineering, operations and back office capabilities with a much greater reach and ability to provide better overall customer service.

 

   

Air Products’ presence in all of the world’s key industrial gas markets, increased cash flow and greater access to capital would allow Airgas to achieve international expansion far faster and at a much lower cost, while accelerating its growth through acquisitions.

We believe the timing for this combination is ideal. The economy is just beginning to emerge from recession, and together we would be able to take full advantage of the substantial growth potential, economies of scale, and synergies unique to this transaction. You have made clear your international growth aspirations, which will require significant time and expense to build out on your own. Air Products has the global infrastructure in place that would allow you to achieve your goals faster and better. Airgas is also just in the initial stages of implementing SAP, and our demonstrated expertise in this area would greatly reduce the time, expense and disruption associated with this vital rollout.

Bringing our two companies together would also benefit employees, customers and the communities in which we operate. We highly value the talented operating team at Airgas, which would benefit greatly from the expanded opportunities and resources available as part of a larger and stronger global U.S. company headquartered in Pennsylvania – with significantly greater long-term growth prospects than a stand-alone Airgas. Your customers would benefit from a more robust product offering from a company with expanded resources and global scope.

Peter, let me reemphasize as I have in past discussions that Air Products is fully committed to the successful completion of this compelling transaction. Your continuing refusal to engage with us will serve only to further delay your shareholders’ ability to receive a substantial all-cash premium. While we would strongly prefer to proceed through friendly negotiations, you should not doubt our resolve to take the necessary actions to complete this transaction. We would welcome the opportunity to meet with you or with any special committee of your independent directors which has been or will be formed to consider our offer, as well as their independent financial and legal advisors. Finally, we reiterate our willingness to reflect in our offer any incremental value you can demonstrate.

 

Very truly yours,
   LOGO

c:  Airgas Board of Directors

Exhibit (e)(1)

Excerpts from Airgas, Inc. Definitive Proxy Statement on Schedule 14A relating to the 2009 Annual Meeting of Stockholders as filed with the Securities and Exchange Commission on July 13, 2009.

COMPENSATION OF DIRECTORS

Only directors who are not employees of Airgas receive compensation for their services as directors. Our compensation package for non-employee directors for the 2009 fiscal year was composed of cash, which consisted of an annual retainer of $25,000, plus a fee of $1,500 for each Board or committee meeting attended during the 2009 fiscal year, and stock option grants under the Airgas, Inc. 2006 Equity Incentive Plan, referred to in this proxy statement as the 2006 Equity Plan. The cash component of the directors’ compensation is set by the Governance and Compensation Committee. We also reimburse our non-employee directors for their out-of-pocket expenses incurred in connection with attendance at Board, committee and stockholder meetings, and other company business. Non-employee directors are eligible to participate in the 2006 Equity Plan and the Airgas, Inc. Deferred Compensation Plan II, referred to in this proxy statement as the Deferred Compensation Plan II, and some of our directors have participated in the Airgas, Inc. Deferred Compensation Plan I, referred to in the proxy statement as the Deferred Compensation Plan I, and more fully described under the heading “Retirement and Other Plans and Programs” found on page 25 of this proxy statement.

In order to closely align the interests of directors with those of our stockholders, a majority of the directors’ compensation is in the form of stock options. The number of options granted is determined annually by the Governance and Compensation Committee. The exercise price of each option is equal to the closing price of our common stock on the date of grant and each option is exercisable immediately. Options granted to non-employee directors during the 2009, 2008 and 2007 fiscal years expire after eight years and options granted to non-employee directors in prior fiscal years expire after 10 years. On August 5, 2008, each Board member serving on the Board as of that date was granted options to acquire 6,500 shares of our common stock with an exercise price of $57.49 per share.

The Chairmen of the Governance and Compensation Committee and the Finance Committee also receive an additional $3,000 annual retainer, and the Chairman of the Audit Committee receives an additional $5,000 annual retainer.

Each year, non-employee directors may elect to defer, under the Deferred Compensation Plan II, all or a portion of his or her director’s fees. The amount deferred is credited to an account that tracks valuation funds selected by the participant from a family of funds under the plan, one of which tracks Airgas common stock. The balance is paid at the election of the director within the alternatives offered under the plan, and the unpaid account balance accrues interest based on earnings in the selected valuation funds. In addition, one of our current directors maintains a balance in the Deferred Compensation Plan I.

We believe that directors should be stockholders and should have a financial stake in the company. Directors are expected to maintain, within five years of joining our Board, at least 25,000 shares of Airgas common stock (which may include up to 22,500 shares under options) or shares having a value equal to five times the director’s annual Board retainer (which may include in-the-money options). Compliance with these guidelines is expected by November 11, 2013 for all current directors, and all but one director satisfy these ownership requirements at the present time.


Director Compensation Table

The following table shows the compensation earned by each non-employee director in the 2009 fiscal year.

 

Director

   Fees Earned or
Paid in Cash
($)(1)
   Option Awards
($)(2)
   All Other
Compensation
($)
   Total ($)

William O. Albertini(5)

   7,375    -0-    -0-    7,375

W. Thacher Brown(3)

   49,000    114,830    -0-    163,830

James W. Hovey(3)

   40,000    114,830    -0-    154,830

Richard C. Ill(3)

   41,500    114,830    -0-    156,330

Paula A. Sneed(3)

   44,500    114,830    -0-    159,330

David M. Stout(3)

   41,500    114,830    -0-    156,330

Lee M. Thomas(3)

   44,500    114,830    -0-    159,330

John C. van Roden, Jr.(3)

   54,500    114,830    -0-    169,330

Ellen C. Wolf(4)

   15,743    52,784    -0-    68,527

 

(1) Consists of the aggregate amount of all fees earned or paid in cash for services as a director, consisting of annual Board and committee chair retainers and Board and committee meeting fees earned by non-employee directors, as described above. During the 2009 fiscal year, Ms. Sneed chose to defer a portion of her cash compensation as director under the Deferred Compensation Plan II.
(2) The amounts shown reflect the dollar amount of options recognized for financial statement reporting purposes for the fiscal year ended March 31, 2009 for the stock options granted to the non-employee directors. The compensation expense reflected in the table is the same as the grant date fair value pursuant to Statement of Financial Accounting Standards No. 123R, Share-based Payment, or SFAS 123R. The fair value was estimated using the Black-Scholes option pricing model in accordance with SFAS 123R. The actual value of the options, if any, will depend on the extent that the market value of our common stock at exercise is greater than the exercise price of the option. Each non-employee director on the Board at the time was granted an option under the 2006 Equity Plan to purchase 6,500 shares on August 5, 2008 with an exercise price of $57.49 per share. Ms. Wolf was granted an option under the 2006 Equity Plan to purchase 4,773 shares on November 11, 2008 with an exercise price of $35.90 per share. As of March 31, 2009, the following non-employee directors held options to purchase the following number of shares: Mr. Brown, 59,500 shares; Mr. Hovey, 59,500 shares; Mr. Ill, 34,000 shares; Ms. Sneed, 59,500 shares; Mr. Stout, 72,000 shares; Mr. Thomas, 50,500 shares; Mr. van Roden, 18,540 shares and Ms. Wolf, 4,773 shares.
(3) The material inputs and assumptions incorporated into the model include the exercise price of the option, the estimated term of the option until exercise, an interest rate factor of 3.2% based on the U.S. Treasury rate over the estimated term of the option until exercise, a volatility factor of 29.5% based on the standard deviation of the price of our common stock and a dividend yield of 0.85% based on the annualized dividend rate per share of our common stock.
(4) The material inputs and assumptions incorporated into the model include the exercise price of the option, the estimated term of the option until exercise, an interest rate factor of 2.4% based on the U.S. Treasury rate over the estimated term of the option until exercise, a volatility factor of 34.8% based on the standard deviation of the price of our common stock and a dividend yield of 1.54% based on the annualized dividend rate per share of our common stock.
(5) William O. Albertini served as a member of the Airgas Board of Directors until his death in June 2008.

 

2


COMPENSATION DISCUSSION AND ANALYSIS

Overview of Compensation Program

The Governance and Compensation Committee of our Board of Directors has responsibility for establishing and implementing our compensation philosophy, and for continually monitoring our adherence to that philosophy. The Committee reviews and approves compensation levels for all Airgas executive officers as well as all of our compensation, retirement, perquisite and insured benefit programs, including programs applicable to our senior management team, which includes our named executive officers. With respect to Peter McCausland, our Chairman, President and Chief Executive Officer, the Committee annually evaluates his accomplishments and performance against established objectives and sets his compensation level based upon such evaluation. The Committee may choose to award additional annual cash incentive compensation to our CEO based upon the Committee’s subjective evaluation of his performance. These functions are set forth in the Committee’s Charter, which appears on our website (www.airgas.com) and is reviewed annually by the Committee. The Committee seeks to ensure that the total compensation paid to our executives is fair, reasonable and competitive and consistent with our compensation philosophy. Generally, the types of compensation and benefits provided to our named executive officers are similar to those provided to other Airgas executives.

The following individuals, included in the “Summary Compensation Table for the 2009 Fiscal Year” found on page 29 of this proxy statement, are referred to as our “named executive officers” throughout this proxy statement:

 

   

Peter McCausland, Chairman, President and Chief Executive Officer;

 

   

Leslie J. Graff, Senior Vice President, Corporate Development;

 

   

Robert M. McLaughlin, Senior Vice President and Chief Financial Officer;

 

   

Michael L. Molinini, Executive Vice President and Chief Operating Officer; and

 

   

B. Shaun Powers, President, Eastern Division.

Compensation Philosophy and Objectives

Our goal is to maintain compensation and benefit plans that will allow us to attract and retain highly qualified employees while motivating and rewarding performance that will lead to sustained increases in the value of our stockholders’ investment in Airgas. We also seek to align the interests of our named executive officers with those of our investors by evaluating performance primarily on the basis of key financial measures. Given these goals, our compensation philosophy has been, and continues to be, to emphasize “pay for performance” programs designed to reward superior financial performance and long-term enhancement of stockholder value, while maintaining competitive base pay, retirement, healthcare and other fixed compensation programs. We set base salary, annual cash incentive opportunities and long-term equity incentive opportunities to reflect an individual executive’s level of responsibility and performance against established objectives, and we rely on our judgment and discretion after reviewing Airgas’ performance and evaluating the executive’s performance.

Role of the Committee and Executive Officers in Compensation Decisions

The Committee oversees the design, development and implementation of the compensation program for the CEO and the other executives, including the named executive officers. The Committee evaluates the performance of the CEO and determines the CEO’s compensation in light of the goals and objectives of the compensation program. Mr. McCausland and Mr. Molinini, as appropriate, assess the performance of our other executives, including the other named executive officers, and the Committee approves their compensation based on recommendations from Mr. McCausland. The Committee did not seek advice or assistance from compensation consultants during the 2009 fiscal year.

 

3


The Committee’s work is accomplished through a series of meetings, following a regular calendar schedule, to ensure that all major elements of compensation are addressed and compensation and benefit programs are properly designed, implemented and monitored. Occasionally, special meetings are called to address matters that require attention outside of the regular compensation cycle. Working with the Committee Chair, Lee M. Thomas, Robert H. Young, Jr., our Senior Vice President and General Counsel, and Dwight T. Wilson, our Senior Vice President, Human Resources, prepare an agenda and supporting materials for each meeting, which are provided to Committee members between two-to-four days in advance of the meeting. Mr. Wilson and Mr. Young, along with Mr. McCausland, generally attend Committee meetings by invitation, but are excused for executive sessions. As requested, Mr. McCausland, Mr. Young and Mr. Wilson offer their opinions and recommendations to the Committee. The Committee may invite other members of management to attend meetings (as necessary) to discuss items within their specific areas of responsibility, although they do not play a role in their own compensation determination, other than discussing individual performance objectives with the CEO.

Setting Executive Compensation

Elements of Executive Compensation

Consistent with our compensation philosophy, the Committee has structured our annual and long-term executive compensation programs to motivate executives to achieve the business goals we set, and these programs reward the executives for achieving and exceeding those goals. The key elements of our executive compensation program are:

 

   

base salary;

 

   

annual cash incentive awards; and

 

   

long-term incentive compensation.

These key elements are addressed separately below. In determining each component of compensation, the Committee takes into account all other elements of an executive’s compensation package.

Our compensation programs for executives, and in particular for our named executive officers, are designed to reflect their success, both individually and as a management team, in attaining key objectives. For example, 80% to 85% of our annual cash incentive payments are calculated based on Airgas’ performance with regard to certain key financial metrics versus budgeted levels and 15% to 20% of those payments are calculated based on an executive’s attainment of strategic goals, individual performance and contributions. There are two levels of approval for each discretionary award and the Committee has final approval for awards to executive officers. Our equity-based program is intended to reward the management team’s success in delivering value to our stockholders. Specifically, stock option grants reward our executives for their contributions that result in increases in our stock price over time. In each case, we strive to ensure that our compensation program provides rewards based on meaningful measures of performance, and the Committee makes adjustments to the incentive programs each year in light of past experience, changes in strategic focus, regulatory requirements and other relevant factors.

Benchmarking Compensation Against Our Peers

Periodically, Mr. Wilson provides the Committee with data comparing our elements of compensation and levels of executive compensation against relevant companies in the chemicals and wholesale distribution industries and comparably-sized companies in other industries, including a comparison of compensation elements of individual executives where the positions are sufficiently similar to make comparison meaningful. Currently, the peer group for compensation comparisons is Albemarle Corporation, Cabot Corporation, CF Industries Holdings, Inc., Cytec Industries, Inc., Davita Inc., Ecolab Inc., Fastenal Company, Ferro Corporation, FMC Corporation, Georgia Gulf Corporation, International Flavors and Fragrances, Inc., Lubrizol Corporation, Nalco Holding Company, Patterson Companies, Inc., PolyOne Corporation, Rockwood Holdings, Inc., RPM International, Inc., Scotts Miracle-Gro Company, Sigma-Aldrich Corporation, Valspar Corporation, WR Grace & Company, Wesco International, Inc. and Westlake Chemical Corporation. The peer group includes companies in the S&P MidCap 400 index, including

 

4


companies in the S&P MidCap 400 Chemicals industry group, plus other companies that are similar in size to Airgas. The peer group includes companies outside of our industry because the Committee believes that Airgas is similar in certain respects to such companies.

The most recent benchmarking of executive compensation levels was performed by Mr. Wilson during the 2006 fiscal year. The benchmarking compared compensation of our named executive officers to the 25th percentile and 50th percentile base salary, total cash compensation and total “direct” compensation of similar positions in the peer group companies. “Direct” compensation adds the Black-Scholes value of stock option grants to the total cash compensation. We believe that periodic reviews of outside compensation practices are appropriate to determine if our compensation levels and mix of components require rebalancing.

Given the nature of our businesses, we compete with companies across the two broad industry groups mentioned above for top executive-level talent. As such, the Committee generally expects, over time, to set total compensation levels for our executives approximating the median level of compensation paid to similarly situated executives of chemicals and wholesale distribution companies of comparable size to Airgas. Variations from this general philosophy may occur based upon the expertise and experience level of a given executive, as well as individual, company and market factors.

Compensation of our Chief Executive Officer

The compensation of our CEO is reviewed by our Governance and Compensation Committee and our Board and determined solely by our Governance and Compensation Committee. The compensation of our CEO is based on factors similar to those utilized for the other named executive officers, but also includes consideration for the overall responsibilities of our CEO for achievement of our operational goals, as well as his unique role as primary architect of our strategic vision. The specific elements of compensation for our CEO and any differences in his compensation as compared to the other named executive officers are discussed below.

Components of Executive Compensation for the 2009 Fiscal Year

Given our philosophy of “pay for performance,” a significant percentage of total compensation is allocated to performance-based incentives. As a general matter, we recognize that, as employees progress to higher levels within our organization, they assume more responsibility for our overall performance and returns to stockholders. Consequently, we seek to link greater portions of executive compensation to criteria and metrics that are tied to the creation of stockholder value. Looking at the named executive officers as a group, 72% of their target total compensation (including the Black-Scholes value of stock option grants) for the 2009 fiscal year was allocated to “at risk” components consisting of annual cash incentives and stock options, with the remaining 28% allocated to base salary. Our policy for allocating value between long-term and currently-paid compensation is to ensure adequate base compensation to attract and retain personnel, while providing strong incentives for our executives to maintain an “ownership” mentality, focusing them on maximizing long-term value creation for them and our stockholders.

Combined target cash and non-cash incentive compensation for named executive officers for the 2009 fiscal year ranged from 58% to 79% of total target compensation. Actual cash incentive compensation ranged from 11% to 17% and non-cash incentive compensation ranged from 42% to 65% of total compensation for the named executive officers for the 2009 fiscal year. We believe that these mixes are both competitive within the marketplace and consistent with our stated compensation philosophy.

For Mr. McCausland, 79% of his targeted total compensation for the 2009 fiscal year was allocated to at risk compensation. His actual cash incentive compensation was 17% and his non-cash incentive compensation was 61% of his total compensation. The Committee believes that the relatively larger component of his compensation that is at risk reflects the significant difference in Mr. McCausland’s overall responsibilities, which could result in higher compensation for Mr. McCausland than for our other named executive officers.

 

5


Base Salary

Base salary is the component of compensation that is fixed and intended to compensate our executives, based on their experience, expertise, job responsibilities and the performance of their responsibilities during the fiscal year. While base salaries must be competitive in order to recruit and retain qualified executives, we do not generally seek to pay base salaries at levels exceeding the market median among comparably-sized companies in all industries. Our review of base salaries paid to our executives’ peers indicate that the base salaries of our named executive officers are at or below the median for comparably-sized general industry companies, chemical industry companies and wholesale distribution companies. Consistent with our compensation philosophy that we offer compensation based on superior performance, we strive to use incentive compensation, rather than base salary, to provide executives with an above-market compensation opportunity if we exceed budgeted financial performance metrics and drive increases in stockholder value.

Each year, our Governance and Compensation Committee reviews the base salary of Mr. McCausland and all other executive officers. In making adjustments to base salary levels, the Committee considers:

 

   

the executive’s level of responsibilities;

 

   

the executive’s experience and breadth of knowledge;

 

   

the executive’s individual performance as assessed through annual performance reviews;

 

   

the executive’s role in management continuity and development plans;

 

   

internal equity factors, meaning relative pay differences for different jobs; and

 

   

on a periodic basis, benchmark data on the compensation practices of peer companies, from available salary survey data and as reported in public company proxy statements.

The normal interval between salary reviews for most executive officers and most other employees is 12 months, usually completed in the quarter following the fiscal-year end. Mr. McCausland’s salary increases have been less frequent, as the Committee prefers to move his salary in larger increments. Mr. McCausland’s base salary was increased by 10% during the 2009 fiscal year. Mr. Molinini’s base salary was increased 53.5% during the 2009 fiscal year, to raise his compensation package to a more competitive level relative to chief operating officers in peer companies. Messrs. Graff, McLaughlin, Molinini and Powers each received a merit pay increase for the 2009 fiscal year, averaging 3.5%, plus Mr. Molinini received an additional increase in December 2008. These increases were approved by the Committee in May 2008, other than Mr. Molinini’s additional increase, which was approved by the Committee in November 2008.

Annual Cash Incentive Awards

Annual cash incentive awards for our executive officers are intended to promote the achievement of our corporate and division financial performance goals, as well as individual performance goals. Each of our named executive officers participated in our Executive Bonus Plan. In addition, depending upon the named executive officer’s position and responsibilities with Airgas, each named executive officer participated in one of the following Airgas annual cash incentive plans for which executive officers and other management employees may be eligible, which plans, together with our Executive Bonus Plan, are referred to in this proxy statement as our Management Bonus Plans:

 

   

the Fiscal Year 2009 Management Bonus Plan for Corporate Employees, in which Messrs. McCausland, Graff, McLaughlin and Molinini participated during the 2009 fiscal year, is available to all management-level employees who have corporate-wide responsibility; and

 

6


   

the Fiscal Year 2009 Management Bonus Plan for Operating Company Management, in which Mr. Powers (Division President) participated during the 2009 fiscal year, is available to all management-level employees who work within our operating companies.

The overall cash incentive award paid to each executive officer is composed of (1) a cash incentive award under our Executive Bonus Plan that is based on corporate performance goals and (2) a cash incentive award under the applicable Management Bonus Plan that is based on strategic and individual performance goals. In addition, the Committee may, in its discretion, grant to any executive officer a cash award outside of any of our plans described above.

Corporate Performance Goals. Within 90 days after the beginning of each fiscal year, the Committee (1) reviews our performance during the prior fiscal year, (2) analyzes anticipated value drivers in our industry and within our company and proposed performance objectives for the current fiscal year and (3) determines the specific performance criteria for each executive officer and the metrics that will be used for the current fiscal year under our Executive Bonus Plan, based on such review and analysis. Examples of performance criteria that the Committee may consider are cash flow growth, overall sales growth, sales growth for specific products or markets, margin improvements and return on capital, or ROC. After selecting the performance criteria, the Committee establishes performance metrics within the selected criteria and assigns to each of our executive officers a target award. The target award, expressed as a percentage of the executive officer’s base salary for the fiscal year, is determined based upon the executive’s position in the company.

In addition, each of the pre-determined performance criteria (e.g., ROC) is weighted by the Committee, in its judgment, to reflect its relative importance, and becomes a separate component of the executive officer’s cash incentive award. The Committee also sets a target payout, expressed as a percentage, for each component, which may vary depending upon our actual performance with respect to the component against the pre-determined performance metrics. Our executive officers will receive cash incentive awards under the Executive Bonus Plan if, at the end of the fiscal year, Airgas has achieved the performance metrics established within the criteria selected by the Committee at the beginning of the fiscal year. Actual cash award payments will vary based upon Airgas’ level of achievement of the pre-determined corporate performance metrics and the different weights assigned to each performance criteria component for each executive officer.

The annual cash incentive award targets are set for each executive officer as a percentage of base salary with regard to the relative responsibilities of each executive officer and with regard to the total cash compensation opportunity for comparable positions in peer companies. For the 2009 fiscal year, Mr. McCausland’s target for his annual cash incentive award was 100% of his annual base salary rate at the end of the fiscal year. We believe that was generally comparable to the target annual cash incentive award for chief executive officers in our peer companies. Mr. Molinini’s target annual cash incentive award was 60% of his weighted annual base salary rate, calculated based on  2/3 of his annual base salary rate at the end of November 2008 and  1/3 of his base salary rate at the end of the fiscal year. We believe 60% of base salary was appropriate relative to 100% of base salary for Mr. McCausland considering Mr. McCausland’s broader responsibilities and considering the relative annual incentive compensation awards for comparable positions in our peer companies. All other executive officers had target annual cash incentive awards set at 50% of annual base salary, which reflects their responsibilities relative to Mr. McCausland and Mr. Molinini and generally reflects the total cash compensation opportunity for the other named executive officers in our peer companies.

Earnings before interest, taxes, depreciation and amortization, or EBITDA, and ROC were chosen as the plan performance criteria for executives with corporate-wide responsibility (i.e., Messrs. McCausland, Graff, McLaughlin and Molinini). EBITDA was most heavily weighted at 70% of the annual cash incentive award target because the Committee believes that it motivates growth, gross margin performance and expense management, and because of the direct correlation of earnings performance with share valuation. ROC was weighted at 15% of the annual cash incentive award target and was intended to drive discipline around long-term capital deployment and debt reduction, also important performance measures to stockholders. The remaining 15% of the target annual cash incentive award was based on individual performance and payout was based on performance against objectives set and agreed upon in the first quarter of the fiscal year.

 

7


For Division Presidents (i.e., Mr. Powers), in addition to the corporate performance criteria of Corporate EBITDA, additional performance criteria, including divisional EBITDA, divisional ROC and sales, volume shipped, or profit for targeted growth strategies, relating to the performance of the executive’s division were used. Corporate EBITDA was weighted at 10% of the annual cash incentive award and EBITDA for their respective divisions was weighted at 60% of the annual incentive award. The larger portion was based on their profit responsibility to motivate performance in their respective spheres of control, while the smaller portion recognizes their contributions to Airgas’ overall performance and to encourage interdivisional cooperation. ROC for their respective divisions was weighted at 10% of the target annual cash incentive award to emphasize the importance of capital management (similar to the inclusion of ROC at the corporate level). The remaining 20% of the target annual cash incentive was based on sales for targeted growth strategies to motivate focusing on opportunities that were specific to each division.

The threshold and maximum of each performance criteria of the award was determined separately. The threshold for EBITDA approximates the performance equal to the 2008 fiscal year’s pro forma results. For the 2009 fiscal year, the EBITDA threshold for both corporate and the divisions was 20% of the target award for achievement at 88% of budget. The EBITDA target opportunity (100%) was earned for achievement of 99% to 101% of our budget for EBITDA for the 2009 fiscal year. The maximum EBITDA award opportunity was set at 105% of EBITDA budget, which awarded 140% of the target opportunity and reflected the Committee’s judgment of reasonable compensation for superior performance.

The Corporate ROC target opportunity was set at achievement within plus or minus 0.2 percentage points of our budget. The threshold for ROC was set at 0.8 percentage points below our budget, which awards 50% of the target opportunity, and the maximum for ROC was set at 0.8 percentage points above our budget, which awards 130% of the target opportunity. That range was intended to recognize an adequate level of performance below budget while still improving ROC, and was intended to pay reasonable compensation above target for superior performance.

The Division ROC target opportunities were set at achievement of plus or minus 2% of Division budget. The threshold bonus opportunity for ROC was set at 90% of Division budget, which awarded 20% of award target, and the maximum was set at 107% of Division budget, which awarded 150% of award target. The Division ROC range was estimated to replicate the amount of stretch reflected in the award range for Corporate ROC.

The Corporate EBITDA target for the 2009 fiscal year was $795 million and the ROC target was 13.2%. For Mr. Powers’ award, the Eastern Division EBITDA target was $335.6 million and the ROC target was 13.3%. All targets reflect adjustments during the fiscal year to account for budgeted results from acquisitions completed during the year.

Individual Performance Goals. In addition to the corporate financial performance goals described above, under the Fiscal Year 2009 Management Bonus Plan for Corporate Employees, a portion of Messrs. McCausland’s, Graff’s, McLaughlin’s and Molinini’s annual cash incentive award is based on individual performance measured against personal objectives. The Committee established individual performance objectives for Mr. McCausland after consultation with him at the beginning of the fiscal year regarding his priorities for the 2009 fiscal year. Mr. McCausland established individual performance objectives with Messrs. Graff, McLaughlin and Molinini. The Committee reviewed, and based upon its subjective evaluation, approved the scores for Messrs. Graff, McLaughlin and Molinini. For the 2009 fiscal year, individual performance goals under the Fiscal Year 2009 Management Bonus Plan for Corporate Employees represented 15% of the overall annual potential cash incentive award available for Messrs. McCausland, Graff, McLaughlin and Molinini.

Strategic Goals. In addition to the corporate and division financial performance goals described above, under the Fiscal Year 2009 Management Bonus Plan for Operating Company Management, a portion of Mr. Powers’ annual cash incentive award is based on attainment of strategic goals. Mr. Molinini recommended specific goals and metrics with Mr. Powers. Mr. McCausland and the Committee approved the scores for Mr. Powers. For the 2009 fiscal year, strategic goals represented 20% of the overall annual potential cash incentive award available for each executive officer who was a Division President.

 

8


Individual Objectives under the Management Bonus Plans. Following the 2009 fiscal year-end, the Committee evaluated Mr. McCausland’s performance against his pre-determined individual objectives and Mr. McCausland evaluated the performance of Messrs. Graff, McLaughlin and Molinini against their pre-determined individual objectives. The Committee recognized Mr. McCausland’s leadership in building a highly effective team to manage the growth of Airgas, and for conceiving and executing strategic initiatives that have positioned Airgas for continued performance above industry standard and awarded Mr. McCausland a bonus beyond his pre-determined individual objectives. For a more detailed description of the annual incentive compensation awards received by the named executive officers, see “Summary Compensation Table for the 2009 Fiscal Year” found on page 29 of this proxy statement.

Calculation of the Cash Awards. A participant’s target incentive award is multiplied by the weight for each component to determine the target payout for each component. Each performance score as a percentage (e.g., meeting the goal equals a 100% score) is multiplied by the target payout for the specific component to determine the actual incentive award for each component. Performance scores for each component utilizing performance criteria may range between 0% and 130% to 150% depending on the specific criteria. Performance scores for the individual objectives may range between 0% and 100%. The total incentive award is the sum of the components. The aggregate scores for bonus metrics are limited to 132.5% for Messrs. McCausland, Graff, McLaughlin and Molinini, and 143% for Mr. Powers. Extraordinary performance may be recognized with an additional bonus amount, but the total award opportunity is capped so that the maximum possible award is 200% of target. For the 2009 fiscal year, the Committee awarded each named executive officer an aggregate cash incentive compensation award below the executive’s aggregate target amount.

For the 2009 fiscal year, the Corporate EBITDA achievement was 94% of our 2009 budget, which translated into an EBITDA award of 50% of the target opportunity. The Corporate ROC achievement was 0.5 percentage points below budget, which translated into a ROC award of 70%. For the purposes of this example, we have assumed that the executive earned 100% achievement on his individual objectives and was paid 100% of the award for individual objectives. The formula is illustrated below:

EBITDA Award = 70% Weight X 50% Award = 35% of the Total Award Target

ROC Award = 15% Weight X 70% Award = 10.5% of the Total Award Target

Individual Performance Award = 15% Weight X 100% Award = 15% of the Total Award Target

The Total Award = 35% + 10.5% + 15% = 60.5% of the executive’s target award.

Mr. McCausland and all of the other named executive officers received their annual cash incentive awards for the 2009 fiscal year in June 2009 following Committee approval at its regular May meeting. Annual cash incentive awards earned by our named executive officers for performance during the 2009 fiscal year appear in the “Summary Compensation Table for the 2009 Fiscal Year” on page 29, under the headings “Non-Equity Incentive Plan Compensation” and “Bonus.”

Long-Term Equity Incentive Compensation

Our equity compensation program is designed to provide the Committee the flexibility to award long-term equity compensation incentives from several types of equity-based awards. The Committee’s objective in granting equity awards is to provide a strong incentive to our executives and key employees to focus on the ongoing creation of stockholder value by offering significant compensation opportunities for superior performance. These award opportunities not only allow us to offer a competitive overall compensation package, but also allow for further opportunities for stock ownership by our employees in order to increase their proprietary interest in Airgas and, as a result, their interest in our long-term success and their commitment to creating stockholder value.

Long-term equity incentives under our 2006 Equity Plan may consist of nonqualified stock options, incentive stock options (ISOs), stock appreciation rights (SARs), restricted stock, restricted stock units or any combination of the above, as the Committee may determine.

 

9


The Committee historically has granted nonqualified stock options as the exclusive form of equity-based compensation. The table below provides certain information regarding our use of stock options during the last 10 fiscal years.

 

Fiscal Year-End

   Total Shares
Underlying
Options
Granted to
Employees
   Weighted
Average
Option
Exercise Price
($)
   No. of
Employees
Granted
Options in
Fiscal Year
   Employee
Options
Granted in
Fiscal Year as
a % of
Outstanding
Shares at Fiscal
Year-End
   Employee
Options Fair
Value on Date
of Grant ($)
   Total
Outstanding
Employee
Options as a %
of Outstanding
Shares at Fiscal
Year-End

3/31/2000

   1,126,845    11.27    535    1.7    5,848,326    11.0

3/31/2001

   1,734,215    5.71    800    2.5    5,428,093    11.9

3/31/2002

   1,525,120    9.29    565    2.2    8,098,387    11.8

3/31/2003

   1,168,250    16.52    493    1.6    9,836,665    11.1

3/31/2004

   1,104,800    19.36    488    1.5    9,081,456    10.4

3/31/2005

   1,007,500    21.15    446    1.3    9,349,600    9.1

3/31/2006

   1,007,200    24.03    538    1.3    9,417,320    8.4

3/31/2007

   933,900    36.19    472    1.2    12,838,558    8.1

3/31/2008

   1,030,550    43.80    419    1.3    15,694,311    8.1

3/31/2009

   1,070,000    59.87    438    1.3    19,498,530    8.1

Average Per Year

   1,170,838    24.72    519    1.6    10,509,125    9.8

In granting long-term equity incentive awards, the Committee determines:

 

   

the executive officers to receive awards;

 

   

the number of shares in each grant to an executive officer;

 

   

the aggregate number of shares available for Mr. McCausland to grant in stock options to non-executive officers pursuant to his delegated authority; and

 

   

the terms and conditions of each award.

Long-term equity incentive awards for the 2009 fiscal year were determined and approved at the Committee’s regularly scheduled May 2008 meeting and are reflected in this proxy statement, including in the “Summary Compensation Table for the 2009 Fiscal Year” found on page 29 and the “Grants of Plan-Based Awards in the 2009 Fiscal Year” table found on page 32 of this proxy statement.

In determining the size of long-term equity incentive awards to the named executive officers for the 2009 fiscal year, the Committee considered the dilution rate (shares granted as a percentage of shares outstanding), historical grants to the executive officers, value per share as determined by using the Black-Scholes valuation model for stock options, the value of equity-based compensation to top executives in comparable chemical and wholesale distribution companies and grant sizes relative to the executive’s peers at Airgas.

Our aim is to focus our executives on providing superior returns to our stockholders and driving for sustained increases in Airgas’ stock price. We believe that nonqualified stock options effectively focus our executives on these goals and are an efficient use of shares available under the plan.

Our stock option award program helps us to:

 

   

motivate and reward superior performance on the part of executives and key employees;

 

   

enhance the link between the creation of stockholder value and long-term executive incentive compensation;

 

10


   

encourage increased stock ownership in Airgas by executives; and

 

   

maintain competitive levels of total compensation.

Option Grant Practices. The Committee makes decisions on stock option grants based solely on our compensation and retention objectives and our established measurements of the value of these awards. Each May, at its regularly scheduled meeting, the Committee approves the annual stock option awards for executive officers and the total shares available for stock option grants to our other key employees throughout the remainder of the fiscal year. The grant date for executive officers is the date of that meeting, on which the exercise price for the awards is set. We do not backdate options. In addition, we do not plan to coordinate grants of options so that they are made before announcement of favorable information, or after announcement of unfavorable information. For the 2009 fiscal year, options to purchase 302,300 shares in the aggregate were granted to 12 executive officers.

Mr. McCausland granted annual stock option awards on May 20, 2008, the day of the Committee’s regularly scheduled May meeting, to 409 non-executive employees to purchase 709,200 shares in the aggregate.

The only other times stock options are typically granted are in connection with a new hire or in recognition of a special achievement, known as a “Chairman’s Award.” The exercise price for these grants is set on the date of employment or the date of final approval, whichever is later. The Committee delegated authority to Mr. McCausland to make these grants to employees, other than to executive officers, subject to an aggregate limit in the 2009 fiscal year of 75,000 shares. For the 2009 fiscal year, these grants totaled 58,500 shares to 36 non-executive officer employees. The Committee has not delegated any other aspect of the stock option grant process to any other person or committee.

The exercise price of all awarded stock options under the Airgas, Inc. 1997 Stock Option Plan, referred to in this proxy statement as the 1997 Plan, and the 2006 Equity Plan is equal to the closing selling price of Airgas shares on the NYSE on the date of grant, except that in the past under the 1997 Plan, when the grant decision was finalized by the Committee on a given date prior to the opening of trading on the NYSE, the Committee set the exercise price for such awarded stock options at the closing price of our common stock from the last preceding trading day. Employee stock option awards made in the 2009 fiscal year vest and become exercisable in equal 25% increments on each of the first four anniversaries of the grant date and expire on the eighth anniversary of the grant date, or earlier, upon certain terminations of employment.

Airgas has not granted equity awards to employees other than through the grant of stock options.

Retirement and Other Plans and Programs

We maintain the following plans and programs to provide retirement benefits to salaried employees, including Mr. McCausland and each of the named executive officers:

 

   

the Airgas, Inc. 401(k) Plan, referred to as the 401(k) Plan;

 

   

the Deferred Compensation Plan I; and

 

   

the Deferred Compensation Plan II.

We maintain the following plan to provide additional benefits to salaried employees, including each of the named executive officers, except Mr. McCausland:

 

   

the Airgas, Inc. Amended and Restated 2003 Employee Stock Purchase Plan, referred to as the Employee Stock Purchase Plan, or ESPP.

The benefits available under these plans are intended to provide income replacement after retirement, either through withdrawals from the 401(k) Plan, the Deferred Compensation Plan I or the Deferred Compensation Plan II.

 

11


The 401(k) Plan is a qualified 401(k) defined contribution plan designed to encourage salaried employees to save and invest for retirement. Under the 401(k) Plan, employees may contribute up to the annual IRS limits on a pre-tax basis. We match employee contributions at a rate of $0.50 for each $1.00 contributed by the employee, up to 4% of the employee’s base salary. Our matching contributions vest 100% after the completion of one year of service, and are made in the 401(k) funds in the same weightings per fund as the employee’s contributions. One choice available to participants is an investment in a fund that holds Airgas common stock.

The Deferred Compensation Plan I is a nonqualified, unfunded plan. In May 2004, our Board authorized the termination of the plan for new participants and the discontinuance of further deferrals by existing participants after May 31, 2004. The plan provided employees the opportunity to defer all or any portion of their base salaries and annual cash incentive awards and non-employee directors the opportunity to defer all or a portion of their annual cash compensation. Amounts deferred are unsecured, but earn a return equal to the performance of selected mutual funds. See the table and discussion entitled “Nonqualified Deferred Compensation for the 2009 Fiscal Year” beginning on page 36 of this proxy statement for an additional discussion of the Deferred Compensation Plan I. The purpose of the salary and incentive award deferral program was to provide “highly-compensated” employees and non-employee directors with a convenient and efficient opportunity to save for retirement or other future events, such as college expenses, while deferring applicable income taxes until withdrawal. All named executive officers were eligible, but only Mr. Molinini held balances in the plan during the 2009 fiscal year.

The Deferred Compensation Plan II is a nonqualified, unfunded plan, which became effective on July 1, 2006. The plan provides our non-employee directors and a select group of highly compensated employees, including the named executive officers, the opportunity to defer up to 75% of their base salary and all or any portion of their annual incentive awards (or director fees, for non-employee directors). Amounts deferred are unsecured, but earn a return equal to the performance of selected mutual funds, one of which tracks the Airgas common stock price. See the table and discussion entitled “Nonqualified Deferred Compensation for the 2009 Fiscal Year” beginning on page 36 of this proxy statement for an additional discussion of the Deferred Compensation Plan II. The purpose of the program is to provide “highly-compensated” employees and non-employee directors with a convenient and efficient opportunity to save for retirement or other future events, such as college expenses, while deferring applicable income taxes until withdrawal. All named executive officers were eligible, but only Mr. Molinini contributed to the plan during the 2009 fiscal year.

The Employee Stock Purchase Plan is a Section 423(b) plan. The purpose of the plan is to encourage and assist employees to acquire an equity interest in Airgas through the purchase of shares of Airgas common stock at a discount by payroll deduction. The discounted purchase price is 85% of the lower of the closing price per share on the enrollment date or the closing price per share on the date on which the shares are purchased. The enrollment dates and purchase dates occur quarterly, at the beginning of each calendar quarter.

Change of Control Agreements

Airgas has entered into “change of control” agreements with Messrs. McCausland, Graff, McLaughlin, Molinini and Powers, and six other executive officers. These agreements were most recently amended in December 2008 to conform to recent changes to applicable federal tax laws. The terms of the agreements provide salary and benefit continuation if the executive is terminated upon a change of control. A change of control is defined to include events in which a party (other than Mr. McCausland) acquires 20% or more of the combined voting power of our then-outstanding securities, or in which Mr. McCausland, together with all affiliates and associates, acquires 30% or more of the combined voting power of our then-outstanding securities. Under the change of control agreements in place as of the end of the 2009 fiscal year, following the executive’s termination, he or she would be entitled to a lump-sum payment equal to two times the sum of (i) the executive’s annual base salary at the time of termination, plus (ii) the executive’s potential annual cash incentive award for the last fiscal year prior to the change of control. The executive’s health and welfare benefits would also continue for up to three years and the executive would be vested in all stock options and restricted stock. The cash and non-cash amounts payable under the change of control agreements and under any other arrangements with Airgas are limited to the maximum amount permitted without the imposition of an excise tax under the Internal Revenue Code. Generally, this would limit an executive’s benefits under the agreement to 2.99 times the executive’s average annual compensation for the preceding five years.

 

12


In addition, under an arrangement originally entered into in 1992, which was amended in the Amended and Restated Executive Severance Agreement, in the event of the termination of Mr. McCausland’s employment for any reason, other than for “material dishonesty,” including a change of control, Mr. McCausland is entitled to a payment equal to two times his annual salary, the continuation of health insurance and other employee benefits for a three-year period and automatic vesting of all of his stock options. The limitation under Mr. McCausland’s change of control agreement would include the amount payable under his severance agreement for determining whether benefits would be reduced under his change of control agreement to comply with the limitation of 2.99 times his average annual compensation for the preceding five years.

The Airgas, Inc. Severance Pay Plan, referred to in this proxy statement as the Severance Pay Plan, provides severance benefits to all of our employees, including the named executive officers, in the event their employment is terminated (other than “for cause” and other non-qualifying terminations defined in the plan). Benefits under the plan are not available to a named executive officer if the named executive officer is eligible for similar benefits under a separate severance agreement with Airgas. Severance related benefits under the Severance Pay Plan are provided only if a participant executes a severance agreement satisfactory to Airgas. For a more detailed description of the benefits which our named executive officers may be eligible to receive under the Severance Pay Plan, see “Severance Benefits” found on page 37 of this proxy statement.

Perquisites and Personal Benefits

Mr. McCausland received an automobile allowance and two airline club memberships. Mr. McCausland, with the approval of our Board, utilized our corporate aircraft for personal use during the 2009 fiscal year. Mr. McCausland reimbursed Airgas for all direct costs associated with that personal use of the corporate aircraft. Mr. Molinini and Mr. Powers each received an airline club membership. There were no other perquisites for executive officers during the 2009 fiscal year, except those benefits generally available to all employees. For a more detailed description of the perquisites and personal benefits received by our named executive officers, see the table on page 31 of this proxy statement entitled, “All Other Compensation for the 2009 Fiscal Year.”

Other Matters

Stock Ownership Guidelines

We believe that stock ownership guidelines help to further focus our management team on the long-term success of our business and the interests of our stockholders. All executives at the Vice President level and higher and all presidents of our subsidiaries are expected to acquire and hold, within five years after accepting their positions, the lesser of a fixed number of Airgas shares or Airgas shares with a value equal to a designated multiple of their base salary. There are four tiers within our management team covered by ownership guidelines. For the Chief Executive Officer, the minimum level is the lesser of 200,000 shares or a value equal to five times base salary; for the Executive Vice President and the Chief Financial Officer, 75,000 shares or a value equal to three times base salary; for Senior Vice Presidents and selected other corporate senior officers, 40,000 shares or a value equal to two times base salary; and for other Vice Presidents and subsidiary Presidents, 25,000 shares or a value equal to one times base salary, which may include shares under vested options to satisfy 90% of the number of shares guidelines, and vested, in-the-money options to satisfy the value guidelines.

Under the guidelines, our executives are expected to satisfy their expected ownership levels as of the later of May 31, 2008 or five years after the executive became covered by the applicable ownership guideline tier. All of our named executive officers and all but one other executive officer have already met their expected ownership levels. Of the executive officers who were expected to comply by May 31, 2009, all have met the guidelines for their ownership levels.

Implications of Tax and Accounting Matters

Deductibility of Executive Compensation. Airgas is able to take deductions in excess of $1 million for certain performance-based incentives, including incentives provided under certain plans approved by our stockholders, paid to the persons identified in Section 162(m) of the Internal Revenue Code of 1986, as amended.

 

13


Under Section 162(m), corporations may not deduct, when computing taxable income, salary and non-performance based compensation exceeding $1 million paid to a single executive. While Airgas seeks to structure compensation it pays so that it is eligible for deduction, if compliance with the terms of Section 162(m) conflicts with our compensation philosophy, or with actions that the Committee believes are in the best interests of Airgas and our stockholders, the Committee may conclude that payment of non-deductible compensation is appropriate under the circumstances to allow us to pay competitive compensation to our executive officers. For the 2009 fiscal year, Mr. McCausland was paid $69,172 of non-deductible compensation under Section 162(m).

Nonqualified Deferred Compensation. On October 22, 2004, the American Jobs Creation Act of 2004 became law, changing tax rules applicable to “nonqualified deferred compensation arrangements.” While the final regulations have not yet become effective, we believe that Airgas is operating in good faith compliance with the statutory provisions that became effective January 1, 2005. A more detailed discussion of our nonqualified deferred compensation arrangements is provided on page 36 under the heading “Nonqualified Deferred Compensation for the 2009 Fiscal Year.”

Accounting for Stock-Based Compensation. On April 1, 2006, we began accounting for stock-based awards, including stock options, in accordance with the requirements of SFAS 123R.

 

14


EXECUTIVE COMPENSATION

Executive Compensation Tables

The following table sets forth certain information concerning the compensation earned during the fiscal year ended March 31, 2009 by our named executive officers based on salary and bonus earned during the 2009 fiscal year.

Summary Compensation Table for the 2009 Fiscal Year

 

Name and Principal Position(1)

   Fiscal
Year
   Salary
($)(2)
   Bonus ($)(3)    Option
Awards ($)(4)
   Non-Equity
Incentive Plan
Compensation
($)(5)
   Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings(6)
   All Other
Compensation
($)(7)
   Total ($)

Peter McCausland
Chairman, President & Chief Executive Officer

   2009    812,500    129,875    1,613,794    495,125    -0-    11,538    3,062,832
   2008    750,000    453,750    1,321,279    866,250    -0-    12,952    3,404,231
   2007    741,667    337,500    1,079,495    982,500    -0-    12,308    3,153,470

Leslie J. Graff
Senior Vice President-Corporate Development

   2009    264,003    -0-    250,124    80,542    -0-    6,207    600,876
   2008    254,188    50,000    207,601    148,562    -0-    9,793    670,144
   2007    218,750    100,000    115,880    160,475    -0-    4,362    599,467

Robert M. McLaughlin
Senior Vice President & Chief Financial Officer

   2009    320,190    -0-    260,494    97,683    -0-    4,646    683,013
   2008    309,000    -0-    172,686    180,180    -0-    4,560    666,426
   2007    253,904    -0-    98,004    167,591    -0-    4,463    523,962

Michael L. Molinini
Executive Vice President & Chief Operating Officer

   2009    477,167    -0-    402,745    174,240    -0-    5,285    1,059,437
   2008    390,750    100,000    306,978    277,200    -0-    4,952    1,079,880
   2007    354,750    -0-    230,164    285,318    -0-    7,537    877,769

B. Shaun Powers
Division President-East

   2009    295,215    -0-    223,046    101,229    -0-    4,946    624,436
   2008    285,232    -0-    194,393    176,913    -0-    89,411    745,949
   2007    275,586    -0-    174,970    184,441    -0-    5,661    640,658

 

(1) Mr. McLaughlin was named Senior Vice President and Chief Financial Officer on October 3, 2006. Previously, Mr. McLaughlin was Vice President and Controller.
(2) Mr. Molinini deferred a portion of his salary earned in the 2007, 2008 and 2009 fiscal years under the Deferred Compensation Plan II, the information for which is included in the table under “Nonqualified Deferred Compensation for the 2009 Fiscal Year” that begins on page 36 of this proxy statement. Each of the named executive officers also contributed a portion of his salary to our 401(k) Plan.
(3) As discussed on page 19 of this proxy statement under “Compensation Discussion and Analysis — Components of Executive Compensation for the 2009 Fiscal Year — Annual Cash Incentive Awards — Individual Objectives under the Management Bonus Plans,” our Governance and Compensation Committee awarded Messrs. McCausland and Graff extraordinary awards for the 2007 fiscal year, and awarded Messrs. McCausland, Graff and Molinini extraordinary awards for the 2008 fiscal year, and awarded Mr. McCausland an extraordinary award for the 2009 fiscal year, in recognition of Airgas’ strategic accomplishments in addition to its financial performance. Except for these awards, the Governance and Compensation Committee did not award any other discretionary compensation for the 2007, 2008 or 2009 fiscal years to any of our named executive officers.
(4)

The amounts shown reflect the dollar expense recognized for financial reporting purposes with respect to the 2007, 2008 and 2009 fiscal years for stock options granted to the named executive officers, in the 2007, 2008 and 2009 fiscal years and in prior fiscal years (to the extent such awards remain unvested in whole or in part at the beginning of the 2007, 2008 and 2009 fiscal years), in accordance with SFAS 123R and do not correspond to the actual value that may be realized by the named executive officers. Pursuant to SEC rules, the amounts

 

15


 

shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For information on the valuation assumptions made in the calculation of these amounts, refer to Note 15 to Airgas’ consolidated financial statements for the fiscal year ended March 31, 2009, included in our Annual Report on Form 10-K filed with the SEC on June 1, 2009. For information on the valuation assumptions with respect to grants made prior to the 2009 fiscal year, refer to the note on “Stock-Based Compensation” to the Airgas consolidated financial statements in our Annual Report on Form 10-K for the respective fiscal year-end. See the table under “Grants of Plan-Based Awards in the 2009 Fiscal Year” for information on the options granted in the 2009 fiscal year to the named executive officers.

(5) The amounts shown reflect cash incentive awards earned by our named executive officers under the stockholder-approved Executive Bonus Plan for performance in fiscal years 2009, 2008 and 2007, based on performance criteria established at the beginning of the 2009, 2008 and 2007 fiscal years by the Governance and Compensation Committee. For officers with corporate-wide responsibilities, including Messrs. McCausland, Graff, McLaughlin and Molinini, the Committee established two formulaic performance criteria for the fiscal year — earnings before interest, taxes, depreciation and amortization (EBITDA), and return on capital (ROC). In addition, a portion of each of their awards is based on achievement of individual performance goals set at the beginning of each fiscal year, which does not rely on formulas for determining the attainment levels. The individual performance goals are related to significant projects or strategic milestones and achievement is assessed following the end of the fiscal year. For officers with division responsibility, including Mr. Powers, the Committee established four formulaic performance criteria for the fiscal year — Corporate EBITDA, Division EBITDA, Division ROC, and sales, volume shipped, or profit for specific product lines or market segments.
(6) Airgas offers its executive officers the Deferred Compensation Plan II. Until May 31, 2004, Airgas offered its executive officers the Deferred Compensation Plan I. Under each plan, earnings are calculated in the same manner and at the same rate as earnings on externally-managed, publicly-available mutual funds or on an externally-managed fund tracking Airgas’ common stock. We believe earnings in the deferred compensation plans are not considered above-market or preferential earnings for the purposes of this Summary Compensation Table. Airgas does not offer its executive officers a defined benefit pension plan. See the table under “Nonqualified Deferred Compensation for the 2009 Fiscal Year” that begins on page 36 of this proxy statement for additional information.
(7) The amounts shown consist of the following items detailed in the table under “All Other Compensation for the 2009 Fiscal Year”:

 

   

contributions by the company to the named executive officer’s 401(k) plan account;

 

   

automobile allowances;

 

   

reimbursement for airline club memberships; and

 

   

make-whole payments.

All Other Compensation for the 2009 Fiscal Year

The table below presents an itemized account of “All Other Compensation” provided to our named executive officers during the 2009 fiscal year, regardless of the amount and any minimum thresholds provided under SEC rules and regulations. Consistent with our philosophy of “pay for performance,” perquisites and other compensation are limited in scope and amount.

 

16


Name

   Matching
Contributions
to 401(k) ($)
   Auto Allowance
($)
   Airline Club
Memberships ($)
   Make-Whole
Payment ($)
    Total All Other
Compensation ($)

Peter McCausland(1)

   3,438    7,200    900    -0-      11,538

Leslie J. Graff

   4,607    -0-    -0-    1,600 (2)    6,207

Robert M. McLaughlin

   4,646    -0-    -0-    -0-      4,646

Michael L. Molinini

   4,985    -0-    300    -0-      5,285

B. Shaun Powers

   4,646    -0-    300    -0-      4,946

 

(1) Mr. McCausland reimbursed Airgas $160,857 for all direct costs associated with his personal use of the corporate aircraft. The amount reimbursed reflects the aggregate incremental cost to Airgas as recognized under SEC Regulation S-K. In determining the incremental costs for personal use, we considered fuel, supplies, contracted pilot fees, hangar and landing fees, excise tax, and travel expenses for the flight crew.
(2) In August 2007, in order to avoid any potential adverse tax consequences to Mr. Graff under Internal Revenue Code Section 409A, options granted to him in 2001, 2002 and 2005 were repriced so that the exercise price was fixed at an amount equal to the closing stock price on the dates that the grant letters were originally issued. In total, 15,493 shares were reissued to Mr. Graff with an average exercise price increase of 54 cents. To compensate Mr. Graff for the loss in value of the options, the company agreed to make cash payments to him on each date that the amended options vest in an amount equal to the number of shares vesting on such date multiplied by the difference between the original exercise price and the amended exercise price. A payment of $1,600 was paid to Mr. Graff in May 2008 to compensate him for the shares which vested that month. All three repriced stock options were originally granted prior to when Mr. Graff became an executive officer.

Grants of Plan-Based Awards in the 2009 Fiscal Year

The following table sets forth information about equity awards and potential future non-equity incentive payouts provided to our named executive officers during the 2009 fiscal year under the 2006 Equity Plan and the Management Bonus Plans.

 

          Estimated Future Payouts               
          Under               
          Non-Equity Incentive Plan
Awards(1)
   All Other Option
Awards: Number of
Securities
Underlying Options
   Exercise or
Base Price of
Option Awards
($/share)(2)
   Grant Date
Fair Value of
Option
Awards($)

Name

   Grant Date    Threshold
($)
   Target
($)
   Maximum
($)
        

Peter McCausland

      292,875    825,000    1,093,125    —      —      —  
   5/20/2008    —      —      —      125,000    60.84    2,313,963

Leslie J. Graff

      47,260    133,127    176,393    —      —      —  
   5/20/2008    —      —      —      14,700    60.84    272,122

Robert M. McLaughlin

      57,318    161,460    213,935    —      —      —  
   5/20/2008    —      —      —      25,000    60.84    462,793

Michael L. Molinini

      102,240    288,000    381,600    —      —      —  
   5/20/2008    —      —      —      30,000    60.84    555,351

B. Shaun Powers

      44,660    148,866    212,878    —      —      —  
   5/20/2008    —      —      —      15,800    60.84    292,485

 

(1) These columns show the potential value of the payouts for each named executive officer under the Executive Bonus Plan for the 2009 fiscal year if the threshold, target or maximum goals are satisfied for all performance goals. The potential payouts are performance-driven and therefore completely at risk. The performance criteria, performance goals and salary and incentive award percentages for determining the payouts are described under “Compensation Discussion and Analysis — Components of Executive Compensation for the 2009 Fiscal Year — Annual Cash Incentive Awards” beginning on page 19 of this proxy statement. For the 2009 fiscal year, the Committee awarded each named executive officer an aggregate cash incentive compensation award below the executive’s aggregate target amount.
(2)

The Governance and Compensation Committee met and approved the grants of stock options under our 2006 Equity Plan to our named executive officers on May 20, 2008. Each of the grants has an exercise price equal to

 

17


 

the closing price of our common stock on such date. All of the stock options detailed in the table have a term of eight years.

Outstanding Equity Awards at 2009 Fiscal Year-End

 

Name

   Exercisable (#)    Unexercisable (#)    Option
Exercise
Price ($)
   Option
Expiration
Date(1)

Peter McCausland

   150,000    —      5.50    05/16/2010
   150,000    —      8.99    05/08/2011
   125,000    —      16.52    05/06/2012
   115,000    —      19.22    05/12/2013
   115,000    —      21.15    05/25/2014
   82,500    27,500    24.09    05/24/2015
   50,000    50,000    36.17    05/23/2014
   31,250    93,750    43.62    05/08/2015
   —      125,000    60.84    05/20/2016

Leslie J. Graff

   6,250    —      11.50    05/18/2009
   2,000    —      6.94    02/11/2010
   5,227    —      8.99    05/08/2011
   1,743    —      9.79    05/08/2011
   5,500    —      19.30    03/11/2012
   3,750    —      16.52    05/06/2012
   3,750    —      16.69    05/06/2012
   6,900    —      19.22    05/12/2013
   10,000    —      21.15    05/25/2014
   5,000    —      21.51    08/04/2014
   7,500    2,500    24.73    05/24/2015
   7,000    7,000    36.17    05/23/2014
   7,250    21,750    43.62    05/08/2015
   —      14,700    60.84    05/20/2016

Robert M. McLaughlin

   3,000    —      10.49    06/25/2011
   11,200    —      16.52    05/06/2012
   10,300    —      19.22    05/12/2013
   10,000    —      21.15    05/25/2014
   7,050    2,350    24.09    05/24/2015
   5,000    5,000    36.17    05/23/2014
   6,650    19,950    43.62    05/08/2015
   —      25,000    60.84    05/20/2016

Michael L. Molinini

   7,500    —      8.99    05/08/2011
   18,700    —      16.52    05/06/2012
   17,300    —      19.22    05/12/2013
   15,600    —      21.15    05/25/2014
   22,500    7,500    24.09    05/24/2015
   14,350    14,350    36.17    05/23/2014
   7,175    21,525    43.62    05/08/2015
   —      30,000    60.84    05/20/2016

B. Shaun Powers

   22,500    —      16.52    05/06/2012
   20,800    —      19.22    05/12/2013
   18,000    —      21.15    05/25/2014
   12,675    4,225    24.09    05/24/2015
   7,900    7,900    36.17    05/23/2014

 

18


Name

   Exercisable (#)    Unexercisable (#)    Option
Exercise
Price ($)
   Option
Expiration
Date(1)
   3,950    11,850    43.62    05/08/2015
   —      15,800    60.84    05/20/2016

 

(1) The stock options listed above vest in 25% increments per year over four years. Except for the stock options granted to the named executive officers during the 2007, 2008 and 2009 fiscal years, which have eight-year terms, all stock options granted to the named executive officers as set forth above have 10-year terms, subject to earlier termination or expiration in the event of termination of service or as otherwise set forth in the Airgas 1984 Stock Option Plan or the 1997 Plan.

Option Exercises During the 2009 Fiscal Year

 

     Option Awards

Name

   Number of Shares
Acquired on Exercise
   Value Realized
on Exercise ($)

Peter McCausland(1)

   130,000    2,843,100

Leslie J. Graff(2)

   5,000    143,100

Michael L. Molinini

   -0-    -0-

Robert M. McLaughlin

   -0-    -0-

B. Shaun Powers(3)

   15,000    419,250

 

(1) Mr. McCausland exercised 130,000 stock options on December 11, 2008, at an exercise price of $11.50 and a market price of $33.37.
(2) Mr. Graff exercised 5,000 stock options on February 4, 2009, at an exercise price of $8.50 and a market price of $37.12.
(3) Mr. Powers exercised 15,000 stock options on February 20, 2009, at an exercise price of $7.05 and a market price of $35.00.

Equity Compensation Plan Information

The following table sets forth information about the shares of our common stock that may be issued upon the exercise of options, warrants and rights under our equity compensation plans which were approved by our stockholders.

 

Plan Category

   (a)
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
   (b)
Weighted-average
exercise price of
outstanding options,
warrants and rights
   (c)
Number of
securities remaining
available for future
issuance under equity
compensation plans
(excluding securities
reflected in column (a))

Equity compensation plans approved by security holders

        

2006 Equity Plan(1)

   6,640,369    $ 30.71    2,367,551

ESPP(2)

   132,752    $ 29.30    834,243

Equity compensation plans not approved by security holders

   —        —      —  

Total

   6,773,121    $ 30.68    3,201,794

 

(1)

At our August 2006 Annual Meeting of Stockholders, our stockholders approved the 2006 Equity Plan. The 2006 Equity Plan replaced both the 1997 Plan, and the 1997 Directors’ Stock Option Plan, referred to as the Directors’ Plan. Shares subject to outstanding stock options that terminate, expire or are canceled without having been exercised and shares available for issuance under the 1997 Plan and the Directors’ Plan were

 

19


 

carried forward to the 2006 Equity Plan. Future grants of stock options to employees and directors will be issued from the 2006 Equity Plan to the extent there are options available for grant. As of March 31, 2009, only stock option awards have been granted under the 2006 Equity Plan and predecessor stock option plans.

(2) The Employee Stock Purchase Plan was approved by our stockholders on August 9, 2006. The Employee Stock Purchase Plan encourages and assists employees in acquiring an equity interest in Airgas by allowing eligible employees to purchase common stock at a discount.

Nonqualified Deferred Compensation for the 2009 Fiscal Year

The Deferred Compensation Plan I is a nonqualified, unfunded plan. In May 2004, our Board authorized the termination of the plan for new participants and the discontinuance of further deferrals by existing participants after May 31, 2004. The Deferred Compensation Plan I provided employees the opportunity to defer base salary and all or any portion of their annual bonus. Amounts deferred are unsecured, but earn a return equal to the performance of selected mutual funds. All named executive officers were eligible, but only Mr. Molinini held balances in the Deferred Compensation Plan I during the 2009 fiscal year.

The Deferred Compensation Plan II is a nonqualified, unfunded plan available for contribution since July 1, 2006. The Deferred Compensation Plan II provides employees the opportunity to defer base salary and all or any portion of their annual bonus. Amounts deferred are unsecured, but earn a return equal to the performance of selected mutual funds and a choice to track Airgas common stock. There are no Airgas contributions to the Deferred Compensation Plan II. The purpose of the salary and bonus deferral program is to provide “highly compensated” employees with a convenient and efficient opportunity to save for retirement or other future events, such as college expenses, while deferring applicable income taxes until withdrawal. All named executive officers were eligible, but only Mr. Molinini contributed to the Deferred Compensation Plan II during the 2009 fiscal year.

 

Name

   Executive
Contributions in

FY 2009 ($)(1)
   Registrant
Contributions in

FY 2009 ($)
   Aggregate
Earnings in FY
2009 ($)(2)
    Aggregate
Withdrawals/
Distributions in

FY 2009 ($)
   Aggregate
Balance at 3/31/09
($)

Peter McCausland

   -0-    -0-    -0-      -0-    -0-

Leslie J. Graff

   -0-    -0-    -0-      -0-    -0-

Robert M. McLaughlin

   -0-    -0-    -0-      -0-    -0-

Michael L. Molinini

   187,698    -0-    (10,342   -0-    433,708

B. Shaun Powers

   -0-    -0-    -0-      -0-    -0-

 

(1) Reflects participation by Mr. Molinini in the Deferred Compensation Plan II during the 2009 fiscal year. Salary deferral became available to officers in the Deferred Compensation Plan II on July 1, 2006.
(2) Reflects earnings (loss) on balances in the Deferred Compensation Plan I and the Deferred Compensation Plan II. Earnings are from tracking the results of mutual funds and a fund tracking Airgas common stock as selected by the named executive officer from the fund choices offered in each plan.

Potential Payments upon Termination

Our named executive officers are eligible to receive benefits in the event their employment is terminated (1) by Airgas without cause, (2) upon their retirement, disability or death or (3) in certain circumstances following a change in control. The amount of benefits will vary based on the reason for the termination.

The following sections present calculations as of March 31, 2009 of the estimated benefits our named executive officers would receive in these situations. Although the calculations are intended to provide reasonable estimates of the potential benefits, they are based on numerous assumptions and may not represent the actual amount a named executive officer would receive if an eligible termination event were to occur.

In addition to the amounts disclosed in the following sections, each named executive officer would retain the amounts which he has earned or accrued over the course of his employment prior to the termination event, such

 

20


as the named executive officer’s balances under our deferred compensation plans, accrued retirement benefits and previously vested stock options. For further information about previously earned and accrued amounts, see the tables entitled “Summary Compensation Table for the 2009 Fiscal Year,” “Outstanding Equity Awards at 2009 Fiscal Year-End,” “Option Exercises During the 2009 Fiscal Year” and “Non-Qualified Deferred Compensation for the 2009 Fiscal Year.”

Severance Benefits

If the employment of a named executive officer, other than Mr. McCausland, is terminated due to (1) a lack of work, (2) a reorganization of our business, (3) the closing of all or a portion of the named executive officer’s principal workplace or (4) economic conditions, and not as a result of a “change of control,” the named executive officer may be entitled to receive benefits under our Severance Pay Plan. Messrs. Graff, McLaughlin, Molinini and Powers participate in our severance plan, which is generally available to other employees. Severance-related benefits under the plan are provided only if the participant executes a separation agreement prepared by Airgas, which includes a release of claims in consideration of the payments.

Mr. McCausland’s severance benefits are contained in an executive severance agreement. In the event that Mr. McCausland’s employment is terminated for reasons other than “cause,” he would receive a lump-sum payment equal to two times his annual salary that was in effect at the end of his active employment, payments equal to the premium cost that Mr. McCausland would pay at COBRA rates for health and welfare benefits for 36 months following active employment and immediate vesting of all unvested stock options and restricted stock. We have never granted any restricted stock under the 2006 Equity Plan. All stock options held by him on his termination date would remain exercisable until the option’s expiration date. The agreement was amended in December 2008 to reflect certain changes to comply with Section 409A of the Internal Revenue Code, including providing that any amount payable will be delayed for a six-month period following Mr. McCausland’s termination of employment, and to clarify the provision regarding the acceleration of vesting and continued exercisability of his options to comply with Section 409A and to clarify certain other provisions.

The following table presents the estimated separation benefits that would have been required to be paid to Mr. McCausland under the terms of his severance agreement if his employment had been terminated, other than for “cause,” as of March 31, 2009.

 

Named Executive Officer

   Severance Payments ($)     Vesting of Unvested
Stock Options ($)
    Health & Welfare
Benefits ($)
    Total ($)

Peter McCausland

   1,650,000 (1)    267,300 (2)    16,666 (3)    1,933,966

 

(1) Represents a lump-sum payment equal to two times Mr. McCausland’s annual salary.
(2) The value of accelerated vesting of stock options is estimated using the in-the-money value as of March 31, 2009 based on a stock price of $33.81.
(3) The estimated net cost to Airgas of the COBRA payments for Mr. McCausland’s health and welfare benefits continued for 36 months.

Retirement, Disability and Death

Death or Retirement

To be eligible for retirement, an executive officer must be at least age 65 or have combined age and Airgas service at least equal to 75 years. Messrs. McCausland and Molinini are the named executive officers who are eligible for retirement as of March 31, 2009. In the event of death or retirement, an executive or his beneficiary is entitled to vesting of an additional year of unvested stock options and continued eligibility to exercise the vested stock options under the same terms as an active employee (i.e., until the original expiration dates unless terminated earlier under the terms of the applicable equity plan). Additionally, the named executive officer or his or her beneficiary is entitled to the executive’s annual incentive cash bonus award, prorated based upon the number of days the executive was an active employee with Airgas during the fiscal year, on the next bonus payment date. In the

 

21


event of a named executive officer’s death, his or her beneficiary also would receive payouts under Airgas-funded life insurance policies.

The following table presents the estimated benefits payable, based on death or retirement on March 31, 2009.

 

Named Executive Officer

   Bonus
Payment ($)(1)
   Vesting of
Unvested Stock
Options ($)(2)
   Total

Peter McCausland

   625,000    267,300    892,300

Leslie J. Graff

   80,542    22,700    103,242

Robert M. McLaughlin

   97,683    22,842    120,525

Michael L. Molinini

   174,240    72,900    247,140

B. Shaun Powers

   101,229    41,067    142,296

 

(1) Represents the named executive officer’s full bonus for the 2009 fiscal year payable on June 15, 2009.
(2) The value of vesting of stock options on the next anniversary is estimated using the in-the-money value as of March 31, 2009, based on a stock price of $33.81.

Disability

Upon an executive’s termination of employment due to disability, the named executive officer would receive the stock option benefits described above.

The following table presents the estimated benefits payable upon death or disability as of March 31, 2009.

 

Named Executive Officer

   Vesting of
Unvested Stock Options ($)(1)

Peter McCausland

   267,300

Leslie J. Graff

   22,700

Robert M. McLaughlin

   22,842

Michael L. Molinini

   72,900

B. Shaun Powers

   41,067

 

(1) The value of vesting of stock options on the next anniversary is estimated using the in-the-money value as of March 31, 2009 based on a stock price of $33.81.

Potential Change of Control Payments

We have agreements with all the named executive officers, which take effect only if a “change of control” occurs. The agreements were amended in December 2008 to comply with Sections 409A and 162(m) of the Internal Revenue Code to allow us to continue to deduct bonuses paid to the executive officers and to comply with Section 409A by providing, in part, that any amount payable will be delayed for a six-month period following the executive’s termination of employment if the executive is deemed to be a “specified employee” under Section 409A. The severance and other benefits payable to the named executive officers under their agreements are due only if (1) there is a change of control and (2) we terminate their employment unrelated to cause, or if they terminate their employment for good reason within three years following a change of control, commonly referred to as a “Double Trigger.” Good reason includes a material diminution of position, a material decrease in base compensation or a material change in location.

The change of control agreements entitle the executive officers to a lump-sum payment equal to two times their annual base salary prior to the executive’s separation from service or change of control plus two times their annual cash incentive bonus last paid to them prior to the change of control. Mr. McCausland also is entitled to a lump-sum payment equal to two times his annual base salary, as described above under “Severance Benefits.” The agreements also accelerate vesting of all outstanding unvested stock options and restricted stock grants and entitle

 

22


the named executive officer to continuation of health and welfare benefits for up to 36 months. In the aggregate, the benefits under these agreements are capped at 2.99 times the average base compensation as defined in Section 280G of the Internal Revenue Code.

A “change of control” is defined in the agreements to include a change in a majority of the Board, consummation of certain mergers and the sale of all or substantially all of Airgas’ assets. The “change of control” definition also includes events in which a party (other than Mr. McCausland) acquires 20% or more of the combined voting power of our then-outstanding securities, or in which Mr. McCausland, together with all affiliates and associates, acquires 30% or more of the combined voting power of our then-outstanding securities.

The following table assumes that each named executive officer is terminated after a change of control for reasons other than cause, retirement, disability or death. These values are estimated as of March 31, 2009.

 

Named Executive Officer

   Severance
Payments ($)
    Vesting of
Unvested Stock
Options ($)(2)
   Health &
Welfare
Benefits ($)(3)
   Total ($)

Peter McCausland

   4,550,000 (1)    267,300    16,666    4,833,966

Leslie J. Graff

   693,592      22,700    25,207    741,499

Robert M. McLaughlin

   841,206      22,842    25,207    889,225

Michael L. Molinini

   1,576,480      72,900    16,666    1,666,046

B. Shaun Powers

   797,922      41,067    16,666    855,655

 

(1) Mr. McCausland would have received the severance payment under his severance agreement (two times his annual base salary) in addition to the severance payment under his change of control agreement (two times his annual base salary plus two times his annual cash incentive bonus last paid to him prior to the change of control).
(2) The value of accelerating vesting of stock options is estimated using the in-the-money value as of March 31, 2009, based on a stock price of $33.81.
(3) The estimated net cost to Airgas of health and welfare benefits continued for 36 months.

 

23


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Review and Approval of Related Person Transactions

We review all relationships and transactions in which Airgas and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. Our legal staff is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether Airgas or a related person has a direct or indirect material interest in the transaction. As required under SEC rules, transactions that are determined to be directly or indirectly material to Airgas or a related person are disclosed in our proxy statement. In addition, the Audit Committee reviews and approves or ratifies any related person transaction that is required to be disclosed. In the course of its review and approval or ratification of a disclosable related party transaction, the Committee considers:

 

 

the nature of the related person’s interest in the transaction;

 

 

the material terms of the transaction, including, without limitation, the amount and type of transaction;

 

 

the importance of the transaction to the related person;

 

 

the importance of the transaction to Airgas;

 

 

whether the transaction would impair the judgment of a director or executive officer to act in the best interest of Airgas; and

 

 

any other matters the Committee deems appropriate.

Transactions

Since the beginning of the 2009 fiscal year, we have not engaged in any transaction or series of similar transactions, or any currently proposed transaction or series of similar transactions, to which Airgas or any of its subsidiaries was or is to be a participant (1) in which the amount involved exceeds $120,000 and (2) in which any of our directors, executive officers or persons known to us to be beneficial owners of more than 5% of our common stock, or members of the immediate families of those individuals, had or will have, a direct or indirect material interest.

We do have business relationships with corporations or other organizations in which a director, nominee for director or executive officer of Airgas may also be a director, executive officer, investor or trustee, or have some other similar direct or indirect relationship with the other corporation or organization. For example, we provide goods and services to, and purchase goods and services from, companies such as Triumph Group, Inc. (of which Richard C. Ill, one of our directors, is President and Chief Executive Officer and a director), Tyco Electronics, Ltd. (of which Paula A. Sneed, one of our directors, is a director), Rayonier, Inc. (of which Lee M. Thomas, one of our directors, is Chairman, President and Chief Executive Officer) and American Water Works Company, Inc. (of which Ellen C. Wolf, one of our directors, is Senior Vice President and Chief Financial Officer). In all instances, including those described above, we enter into these arrangements in the ordinary course of business and each party provides to or receives from the other the relevant goods and services on a non-exclusive basis at arms-length negotiated rates. In addition, none of our directors was directly involved with the negotiation or consummation of any such arrangement. While any revenue, profits or other aspects of a business relationship with us may, of course, affect the individual’s overall compensation or value of his or her investments in the other corporation or organization, we do not believe that in any of these cases the relevant director receives or has received any compensation from the other corporation that is directly linked to an Airgas-related business arrangement. None of these arrangements is material to us or to the other corporation or organization involved, and we do not believe that any indirect interest that our directors may have with respect to such an arrangement is material.

 

24


SECURITY OWNERSHIP

The following table sets forth certain information, according to information supplied to Airgas, regarding the number and percentage of shares of our common stock beneficially owned on March 31, 2009 (1) by each person who is the beneficial owner of more than 5% of our common stock, (2) by each director and nominee for director, (3) by each named executive officer and (4) by all of our directors, nominees for director and executive officers as a group. Unless otherwise indicated, the stockholders listed possess sole voting and investment power with respect to the shares listed.

 

Name of Beneficial Owner

   Amount and Nature of
Beneficial Ownership(1)
    Percentage of
Shares Outstanding
 

Peter McCausland
1113 Brynlawn Road
Villanova, PA

   8,465,925 (2)(3)(4)(5)    10.3

Bonnie F. McCausland
1113 Brynlawn Road
Villanova, PA

   7,472,636 (5)(6)    9.2

W. Thacher Brown

   186,815 (2)(7)    *   

James W. Hovey

   100,750 (2)    *   

Richard C. Ill

   41,500 (2)    *   

Paula A. Sneed

   78,669 (2)    *   

David M. Stout

   78,250 (2)    *   

Lee M. Thomas

   63,875 (2)    *   

John C. van Roden, Jr.

   23,540 (2)(8)    *   

Ellen C. Wolf

   4,773 (2)    *   

Leslie J. Graff

   105,861 (2)(4)    *   

Michael L. Molinini

   139,721 (2)    *   

Robert M. McLaughlin

   77,683 (2)    *   

B. Shaun Powers

   109,535 (2)    *   

FMR LLC
82 Devonshire Street
Boston, MA 02109

   6,676,393 (9)    8.2

Barclays Global Investors, NA.
400 Howard Street
San Francisco, CA 94105

   5,433,105 (10)    6.7

All directors and executive officers as a group (20 persons)

   10,175,653 (2)(3)(4)(5)(6)(7)(8)    12.2

 

* Less than 1% of our outstanding common stock.
(1) Includes all options and other rights to acquire shares exercisable on or within 60 days of March 31, 2009.
(2) Includes the following number of shares of our common stock which may be acquired by certain directors, executive officers and 5% stockholders through the exercise of options that were exercisable as of March 31, 2009 or became exercisable within 60 days of that date: Mr. McCausland, 933,750 shares; Mr. Brown, 59,500 shares; Mr. Hovey, 59,500 shares; Mr. Ill, 34,000 shares; Ms. Sneed, 59,500 shares; Mr. Stout, 72,000 shares; Mr. Thomas, 50,500 shares; Mr. van Roden, 18,540 shares; Ms. Wolf, 4,773 shares; Mr. Graff, 88,795 shares; Mr. Molinini, 132,475 shares; Mr. McLaughlin, 70,950 shares; Mr. Powers, 101,900 shares; and all directors and executive officers as a group, 2,277,608 shares.
(3) Investment and/or voting power with respect to 6,902,574 of such shares are shared with, or under the control of, Mr. McCausland’s spouse, Bonnie McCausland, 90,562 shares are held by a charitable foundation of which Mr. McCausland is an officer and director and 478,000 shares are held by four separate grantor retained annuity trusts of which Mr. McCausland and Mrs. McCausland are co-trustees.

 

25


(4) Includes the following shares of our common stock held under our 401(k) Plan as of March 31, 2009: Mr. McCausland, 45,339 shares; Mr. Graff, 4,156 shares; and all executive officers as a group, 62,053 shares.
(5) 1,600,000 of such shares are pledged as collateral for a $30,000,000 line of credit with a brokerage firm. Mr. and Mrs. McCausland anticipate that the line of credit will serve as an interim facility and will be replaced by permanent financing not requiring the pledge of any of their Airgas shares.
(6) Investment and/or voting power with respect to 6,902,574 of such shares are shared with, or under the control of, Mrs. McCausland’s spouse, Peter McCausland, 90,562 shares are held by a charitable foundation of which Mrs. McCausland is an officer and director, 478,000 shares are held by four separate grantor retained annuity trusts of which Mr. McCausland and Mrs. McCausland are co-trustees and 1,500 shares are held in Mrs. McCausland’s individual IRA account.
(7) Mr. Brown disclaimed beneficial ownership of 8,000 shares held by immediate family in a Form 4 filed on January 30, 2008.
(8) Includes 3,000 shares owned by a general partnership of which Mr. van Roden is a 0.5% owner and a general partner.
(9) FMR Corp. and several related entities filing for the purposes of such report (collectively, “FMR”), filed a Schedule 13G/A on March 10, 2009, upon which Airgas has relied in making this disclosure. FMR has sole voting power as to 1,363,155 shares and sole dispositive power as to 6,676,393 shares.
(10) Barclays Global Investors, NA. and several related entities filing for the purposes of such report (collectively “Barclays”) filed a Schedule 13G on February 5, 2009, upon which Airgas has relied in making this disclosure. Barclays has sole voting power as to 4,189,638 shares and sole dispositive power as to 5,433,105 shares.

 

26