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
(Amendment No. 70)

 

 

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

 

 

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

 

 

 


 

This Amendment No. 70 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from time to time, the “Statement”) originally filed by Airgas, Inc., a Delaware corporation (“Airgas” or the “Company”), with the Securities and Exchange Commission on February 22, 2010, relating 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 shares of 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”), at a price of $70.00 per share, net to the seller in cash, without interest and less any required withholding taxes.

 

Except as specifically noted herein, the information set forth in the Statement remains unchanged.  Capitalized terms used in this Amendment without definition have the respective meanings set forth in the Statement.

 

ITEM 9.         EXHIBITS

 

Item 9 of the Statement is hereby amended and supplemented by adding the following exhibits:

 

Exhibit
Number

 

Description

 

 

 

(a)(118)

 

Press release issued by Airgas, dated February 15, 2011.

(a)(119)

 

Letter to employees of Airgas, dated February 15, 2011.

 

2


 

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/ Robert H. Young, Jr.

 

Name:

Robert H. Young, Jr.

 

Title:

Senior Vice President and General Counsel

 

Dated:  February 15, 2011

 

3


 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

(a)(118)

 

Press release issued by Airgas, dated February 15, 2011.

(a)(119)

 

Letter to employees of Airgas, dated February 15, 2011.

 

4

Exhibit (a)(118)

 

 News Release

Airgas, Inc.

259 N. Radnor-Chester Road

Suite 100

Radnor, PA 19087-5283

www.airgas.com

 

Media Contact:

 

 

 

Investor Contact:

Jay Worley

 

Joele Frank / Dan Katcher / Andrew Siegel

 

Barry Strzelec

jay.worley@airgas.com

 

Joele Frank, Wilkinson Brimmer Katcher

 

barry.strzelec@airgas.com

(610) 902-6206

 

(212) 355-4449

 

(610) 902-6256

 

For release:  IMMEDIATELY

 

AIRGAS COMMENTS ON DELAWARE CHANCERY COURT RULING

 

Airgas’ Stockholder Rights Plan to Remain in Place

 

RADNOR, PA — February 15, 2011 — Airgas, Inc. (NYSE: ARG) today commented on the Delaware Chancery Court’s decision upholding the Airgas Stockholder Rights Plan.

 

The Court’s Order states, “Plaintiff Air Products’ and the Shareholder Plaintiffs’ requests for relief are DENIED in their entirety, and all claims asserted against the current and former Defendants in these actions are DISMISSED WITH PREJUDICE.”

 

Airgas Chief Executive Officer Peter McCausland said, “We are pleased with the Chancery Court’s ruling, which is consistent with established Delaware precedent.  Airgas’ Stockholder Rights Plan has been in place since 1987 and is an important element of our corporate governance structure.”

 

McCausland added, “Airgas remains steadfast in its belief that Air Products’ offer is clearly inadequate and is intended only to transfer the value of Airgas to Air Products at a price that does not appropriately compensate our stockholders.  It has always been our objective to create value for our stockholders, and we remain committed to achieving that goal.”

 


 

In evaluating Air Products’ most recent offer, Bank of America Merrill Lynch, Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. served as financial advisors, and Wachtell, Lipton, Rosen & Katz served 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 approximately 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.

 

# # #

 

This press release 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.

 

This communication contains statements that are forward looking. Forward-looking statements include the statements identified as forward-looking in the Company’s press release announcing its quarterly earnings, as well as any statement that is not based on historical fact, including statements containing the words “believes,” “may,” “plans,” “will,” “could,” “should,” “estimates,” “continues,” “anticipates,” “intends,” “expects” and similar expressions. 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 the factors identified in the Company’s press release announcing its quarterly earnings, as well as other factors described in the Company’s reports, including its March 31, 2010 Form 10-K, subsequent Forms 10-Q, and other forms filed by the Company with the Securities and Exchange Commission. The Company notes that forward-looking statements made in connection with a tender offer are not subject to the safe harbors created by the Private Securities Litigation Reform Act of 1995. The Company is not waiving any other defenses that may be available under applicable law.

 

Exhibit (a)(119)

 

Interoffice Memo

 

 

 

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 15, 2011

 

 

 

Subject:

Delaware Chancery Court Ruling

 

I am pleased to report that today the Delaware Chancery Court issued a ruling that upholds Airgas’ Stockholder Rights Plan (often called a “poison pill”), which is an important element of our corporate governance structure that protects stockholders from an inadequate offer to acquire the company.

 

The Airgas Board remains steadfast in its belief that Air Products’ unsolicited $70.00 per share offer is clearly inadequate.  Moreover, the Board unanimously believes that the value of Airgas in a sale, at this time, is at least $78.00 per share.

 

The Board’s objective has always been to create value for our stockholders, and we remain committed to achieving that goal. As always, we will keep you informed of developments as they unfold.

 

Sincerely,

 

 

Peter McCausland

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

 

FORWARD LOOKING STATEMENTS

 

This communication contains statements that are forward looking. Forward-looking statements include the statements identified as forward-looking in the Company’s press release announcing its quarterly earnings, as well as any statement that is not based on historical fact, including statements containing the words “believes,” “may,” “plans,” “will,” “could,” “should,” “estimates,” “continues,” “anticipates,” “intends,” “expects” and similar expressions. 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 the factors identified in the Company’s press release announcing its quarterly earnings, as well as other factors described in the Company’s reports, including its March 31, 2010 Form 10-K, subsequent Forms 10-Q, and other forms filed by the Company with the Securities and Exchange Commission. The Company notes that forward-looking statements made in connection with a tender offer are not subject to the safe harbors created by the Private Securities Litigation Reform Act of 1995. The Company is not waiving any other defenses that may be available under applicable law.