UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
(RULE 14d-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
(Amendment No. 56)

AIRGAS, INC.
(Name of Subject Company)

AIR PRODUCTS DISTRIBUTION, INC.
(Offeror)
 
 
AIR PRODUCTS AND CHEMICALS, INC.
(Parent of Offeror)
(Names of Filing Persons)

COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)

009363102
(Cusip Number of Class of Securities)

John D. Stanley, Esq.
Senior Vice President and General Counsel
Air Products and Chemicals, Inc.
7201 Hamilton Boulevard
Allentown, PA 18195-1501
(610) 481-4911
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)

Copies to:
Scott A. Barshay, Esq.
Minh Van Ngo, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019-7475
(212) 474-1000

CALCULATION OF FILING FEE
Transaction Valuation*
 
Amount of Filing Fee**
     
$5,885,204,080.00
 
$419,615.05

 
Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying 84,074,344 (number of shares of common stock of subject company (which represents the number of shares issued and outstanding as of November 3, 2010, as reported in the subject company’s Quarterly Report on Form 10-Q filed on November 5, 2010)) by $70.00 (the purchase price per share offered by Offeror).

**
 
The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 and Fee Rate Advisory #3 for fiscal year 2011, issued December 3, 2010, by multiplying the transaction value by .00007130.
 
 
 
 

 

 
þ  
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:
 
$353,917.33
 
Filing Party:
 
Air Products Distribution, Inc./
           
Air Products and Chemicals, Inc.
             
Form or Registration No.:
 
Schedule TO
 
Date Filed:
 
February 11, 2010
             
Amount Previously Paid:
 
$23,999.18
 
Filing Party:
 
Air Products Distribution, Inc./
           
Air Products and Chemicals, Inc.
             
Form or Registration No.:
 
Schedule TO
 
Date Filed:
 
July 8, 2010
             
Amount Previously Paid:
 
$12,820.32
 
Filing Party:
 
Air Products Distribution, Inc./
           
Air Products and Chemicals, Inc.
             
Form or Registration No.:
 
Schedule TO
 
Date Filed:
 
September 7, 2010
             
Amount Previously Paid:
 
$28,878.22
 
Filing Party:
 
Air Products Distribution, Inc./
           
Air Products and Chemicals, Inc.
             
Form or Registration No.:
 
Schedule TO
 
Date Filed:
 
December 9, 2010

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

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ  third-party tender offer subject to Rule 14d-1.
o  issuer tender offer subject to Rule 13e-4.
o  going-private transaction subject to Rule 13e-3.
o  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  þ

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o  Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
o  Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)



 
 
 

 

 
This Amendment No. 56 to the Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on February 11, 2010 (together with any amendments and supplements thereto, the “Schedule TO”) by Air Products and Chemicals, Inc., a Delaware corporation (“Air Products”), and Air Products Distribution, Inc. (the “Purchaser”), a Delaware corporation and a wholly owned subsidiary of Air Products.  The Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share (together with the associated preferred stock purchase rights, the “Shares”), of Airgas, Inc., a Delaware corporation (“Airgas”), at $70.00 per Share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 11, 2010 (together with any amendments and supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments and supplements thereto, collectively constitute the “Offer”).
 
Items 1 through 9 and 11.
 
On February 15, 2011, Air Products announced that it has decided to withdraw the Offer.  The press release regarding this announcement is attached hereto as Exhibit (a)(5)(lxxxiv) and is incorporated herein by reference.  The Offer expired at 12:00 midnight, New York City time, on February 15, 2011.  At the expiration of the Offer, certain conditions to the Offer were not satisfied and Air Products and Purchaser did not waive these conditions.  No Shares were purchased by Purchaser in the Offer, and all Shares previously tendered and not withdrawn will be promptly returned.
 
Item 12.

Item 12 of the Schedule TO is hereby amended and supplemented as follows:

(a)(5)(lxxxiv)  Text of press release issued by Air Products, dated February 15, 2011.




 
 
 

 
 
 
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.

Dated:     February 15, 2011
 
 
  AIR PRODUCTS AND CHEMICALS, INC.  
       
 
By:
/s/ Paul E. Huck  
    Name:  Paul E. Huck  
    Title:    Senior Vice President and  
         Chief Financial Officer  
 
 
  AIR PRODUCTS DISTRIBUTION, INC.  
       
 
By:
/s/ John D. Stanley  
    Name:  John D. Stanley  
    Title:    Secretary  
       
 
 
 
 
 
 

 
 
 
EXHIBIT INDEX
 
Index No.
   
     
(a)(1)(i)
 
Offer to Purchase dated February11, 2010.*
(a)(1)(ii)
 
Form of Letter of Transmittal.*
(a)(1)(iii)
 
Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)
 
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)
 
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)
 
Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(vii)
 
Form of summary advertisement dated February 11, 2010.*
(a)(5)(i)
 
Text of press release issued by Air Products, dated February 5, 2010.*
(a)(5)(ii)
 
Text of press release issued by Air Products, dated February 11, 2010.*
(a)(5)(iii)
 
Text of message from John McGlade, dated February 12, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on February 12, 2010).*
(a)(5)(iv)
 
Transcript of John McGlade and Paul Huck’s presentation at the Barclays 2nd Annual Industrial Select Conference, dated February 17, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on February 18, 2010).*
(a)(5)(v)
 
Text of press release issued by Air Products, dated February 22, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on February 22, 2010).*
(a)(5)(vi)
 
Presentation of Paul Huck at the Morgan Stanley Global Basic Materials Conference, dated February 25, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on February 25, 2010).*
(a)(5)(vii)
 
Transcript of Paul Huck’s presentation at the Morgan Stanley Global Basic Materials Conference, dated February 25, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on March 2, 2010).*
(a)(5)(viii)
 
Text of message from John McGlade, dated March 5, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on March 5, 2010).*
(a)(5)(ix)
 
Text of press release issued by Air Products, dated March 5, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on March 5, 2010).*
(a)(5)(x)
 
Text of press release issued by Air Products, dated April 1, 2010.*
(a)(5)(xi)
 
Text of message from John McGlade, dated April 6, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on April 6, 2010).*
(a)(5)(xii)
 
Text of press release issued by Air Products, dated April 22, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on April 22, 2010).*
(a)(5)(xiii)
 
Transcript of John McGlade and Paul Huck’s presentation, dated April 22, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on April 22, 2010).*
(a)(5)(xiv)
 
Materials from John McGlade meeting with employees, dated May 12, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on May 12, 2010).*
(a)(5)(xv)
 
Text of press release issued by Air Products, dated May 13, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on May 13, 2010).*
(a)(5)(xvi)
 
Notice of Intent by Air Products and Chemicals, Inc. to Nominate Individuals for Election as Directors and Propose Stockholder Business at the 2010 Annual Meeting of Stockholders of Airgas, Inc., dated May 13, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on May 13, 2010).*
(a)(5)(xvii)
 
Text of message from John McGlade, dated May 13, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on May 13, 2010).*
 
 
 
 

 
 
 
(a)(5)(xviii)
 
Presentation of Paul Huck at the Barclays ROC Stars Conference, dated May 18, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on May 18, 2010).*
(a)(5)(xix)
 
Presentation of Paul Huck to investors, dated May 17, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on May 19, 2010).*
(a)(5)(xx)
 
Transcript of Paul Huck’s presentation, dated May 18, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on May 19, 2010).*
(a)(5)(xxi)
 
Text of press release issued by Air Products, dated June 1, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on June 1, 2010).*
(a)(5)(xxii)
 
Amended and restated transcript of Paul Huck’s presentation, dated May 18, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on June 3, 2010).*
(a)(5)(xxiii)
 
Slides from presentation of John McGlade at the Sanford C. Bernstein Strategic Decisions Conference, dated June 3, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on June 3, 2010).*
(a)(5)(xxiv)
 
Slides from presentation of Paul Huck at the Goldman Sachs Basic Materials Conference, dated June 3, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on June 3, 2010).*
(a)(5)(xxv)
 
Transcript of John McGlade’s presentation at the Sanford C. Bernstein Strategic Decisions Conference, dated June 3, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on June 4, 2010).*
(a)(5)(xxvi)
 
Transcript of Paul Huck’s presentation at the Goldman Sachs Basic Materials Conference, dated June 3, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on June 4, 2010).*
(a)(5)(xxvii)
 
Slides from presentation of Paul Huck at the J.P. Morgan Diversified Industries Conference, dated June 9, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on June 9, 2010).  Exhibit (a)(5)(xxvii) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
(a)(5)(xxviii)
 
Transcript of Paul Huck’s presentation at the J.P. Morgan Diversified Industries Conference, dated June 9, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on June 10, 2010).*
(a)(5)(xxix)
 
Text of press release issued by Air Products, dated June 16, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on June 16, 2010).  Exhibit (a)(5)(xxix) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
(a)(5)(xxx)
 
Preliminary Proxy Statement in respect of Airgas, Inc. filed by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on June 16, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on June 16, 2010).*
(a)(5)(xxxi)
 
Slides from presentation of John McGlade at the William Blair 30th Annual Growth Stock Conference, dated June 17, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on June 17, 2010).  Exhibit (a)(5)(xxxi) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
(a)(5)(xxxii)
 
Transcript of presentation of John McGlade at the William Blair & Company 30th Annual Growth Stock Conference, dated June 17, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on June 18, 2010).*
(a)(5)(xxxiii)
 
Text of press release issued by Air Products, dated July 8, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on July 8, 2010). Exhibit (a)(5)(xxxiii) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
 
 
 
 

 
 
 
(a)(5)(xxxiv)
 
Text of message from John McGlade, dated July 8, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on July 8, 2010). Exhibit (a)(5)(xxxiv) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
(a)(5)(xxxv)
 
Letter to the Airgas Board, dated July 9, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on July 9, 2010).*
(a)(5)(xxxvi)
 
Amendment No. 1 to the Preliminary Proxy Statement in respect of Airgas, Inc. filed by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on July 9, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on July 9, 2010).*
(a)(5)(xxxvii)
 
Text of press release issued by Air Products, dated July 21, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on July 21, 2010). Exhibit (a)(5)(xxxvii) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.
(a)(5)(xxxviii)
 
Form of summary advertisement, dated July 22, 2010.*
(a)(5)(xxxix)
 
Slides from Air Products earnings teleconference, dated July 22, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on July 22, 2010).  Exhibit (a)(5)(xxxix) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
(a)(5)(xl)
 
Transcript of Air Products earnings teleconference, dated July 22, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on July 22, 2010).*
(a)(5)(xli)
 
Text of press release issued by Air Products (including text of letter sent to Airgas stockholders on July 22, 2010), dated July 22, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on July 22, 2010). Exhibit (a)(5)(xli) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
(a)(5)(xlii)
 
Text of message from John McGlade, dated July 22, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on July 22, 2010). Exhibit (a)(5)(xlii) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
(a)(5)(xliii)
 
Text of press release issued by Air Products, dated July 29, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on July 29, 2010).  Exhibit (a)(5)(xliii) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
(a)(5)(xliv)
 
Definitive Proxy Statement in respect of Airgas, Inc. filed by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on July 29, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on July 29, 2010).*
(a)(5)(xlv)
 
Slides from presentation of Paul Huck to Airgas investors, dated July 29, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on July 29, 2010).  Exhibit (a)(5)(xlv) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
(a)(5)(xlvi)
 
Slides from presentation of John McGlade at the Jefferies 6th Annual Global Industrial and A&D Conference, dated August 10, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on August 10, 2010).  Exhibit (a)(5)(xlvi) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
(a)(5)(xlvii)
 
Transcript from presentation of John McGlade at the Jefferies 6th Annual Global Industrial and A&D Conference, dated August 10, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on August 11, 2010).*
 
 
 
 

 
 
 
(a)(5)(xlviii)
 
Text of press release issued by Air Products, dated August 16, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on August 16, 2010).  Exhibit (a)(5)(xlviii) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
(a)(5)(xlix)
 
Text of press release issued by Air Products (including text of letter sent to the Airgas Board on August 19, 2010), dated August 19, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on August 19, 2010). Exhibit (a)(5)(xlix) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
(a)(5)(l)
 
Text of press release issued by Air Products (including text of letter sent to Airgas stockholders on August 19, 2010), dated August 19, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on August 19, 2010). Exhibit (a)(5)(l) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
(a)(5)(li)
 
Text of press release issued by Air Products, dated August 24, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on August 24, 2010). Exhibit (a)(5)(li) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
(a)(5)(lii)
 
Text of press release issued by Air Products, dated August 26, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on August 27, 2010). Exhibit (a)(5)(lii) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
(a)(5)(liii)
 
Text of press release issued by Air Products, dated August 30, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on August 30, 2010). Exhibit (a)(5)(liii) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
(a)(5)(liv)
 
Presentation of Air Products to RiskMetrics, dated September 2, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on September 2, 2010). Exhibit (a)(5)(liv) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
(a)(5)(lv)
 
Text of press release issued by Air Products, dated September 6, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on September 7, 2010).  Exhibit (a)(5)(lv) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
(a)(5)(lvi)
 
Investor presentation, dated September 7, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on September 7, 2010). Exhibit (a)(5)(lvi) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
(a)(5)(lvii)
 
Text of letter sent to Airgas stockholders, dated September 8, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on September 8, 2010). Exhibit (a)(5)(lvii) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
(a)(5)(lviii)
 
Text of press release issued by Air Products, dated September 8, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on September 8, 2010). Exhibit (a)(5)(lviii) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
 
 
 
 

 
 
 
(a)(5)(lix)
 
Text of press release issued by Air Products, dated September 9, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on September 9, 2010).  Exhibit (a)(5)(lix) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
(a)(5)(lx)
 
Text of press release issued by Air Products, dated September 9, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on September 9, 2010).  Exhibit (a)(5)(lx) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
(a)(5)(lxi)
 
Text of message from John McGlade, dated September 10, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on September 10, 2010). Exhibit (a)(5)(lxi) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
(a)(5)(lxii)
 
Text of press release issued by Air Products, dated September 15, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on September 15, 2010).  Exhibit (a)(5)(lxii) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
(a)(5)(lxiii)
 
Text of message from John McGlade, dated September 15, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on September 16, 2010).  Exhibit (a)(5)(lxiii) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
(a)(5)(lxiv)
 
Text of press release issued by Air Products, dated September 15, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on September 16, 2010).  Exhibit (a)(5)(lxiv) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
(a)(5)(lxv)
 
Text of press release issued by Air Products, dated October 11, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on October 12, 2010).*
(a)(5)(lxvi)
 
Slides from Air Products earnings teleconference, dated October 21, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on October 21, 2010).  Exhibit (a)(5)(lxvi) refers to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  For clarification, such safe harbor provisions do not apply to forward looking statements made in connection with the Offer.*
(a)(5)(lxvii)
 
Excerpts of transcript from Air Products earnings teleconference, dated October 21, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on October 21, 2010).*
(a)(5)(lxviii)
 
Text of press release issued by Air Products, dated October 26, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on October 26, 2010).*
(a)(5)(lxix)
 
Text of press release issued by Air Products, dated October 27, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on October 27, 2010).*
(a)(5)(lxx)
 
Text of letter sent to the Airgas Board, dated October 29, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on October 29, 2010).*
(a)(5)(lxxi)
 
Text of letter sent to the Airgas Board, dated November 2, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on November 2, 2010).*
(a)(5)(lxxii)
 
Slides from presentation of Robert Dixon at the RW Baird 2010 Industrial Conference, dated November 9, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on November 10, 2010).*
(a)(5)(lxxiii)
 
Text of letter sent to the Airgas Board, dated November 10, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on November 10, 2010).*
 
 
 
 

 
 
 
(a)(5)(lxxiv)
 
Text of press release issued by Air Products, dated November 23, 2010 (incorporated by reference to the Schedule 14A filed with the SEC by Air Products and Chemicals, Inc. and Air Products Distribution, Inc. on November 24, 2010).*
(a)(5)(lxxv)
 
Text of press release issued by Air Products, dated November 30, 2010.*
(a)(5)(lxxvi)
 
Text of press release issued by Air Products, dated December 9, 2010.*
(a)(5)(lxxvii)
 
Slide presentation, dated December 9, 2010.*
(a)(5)(lxxviii)
 
Excerpts of transcript from presentation of John McGlade at the Bank of America Merrill Lynch 2010 Global Industries Conference, dated December 14, 2010.*
(a)(5)(lxxix)
 
Text of press release issued by Air Products, dated December 22, 2010.*
(a)(5)(lxxx)
 
Text of press release issued by Air Products, dated January 7, 2011.*
(a)(5)(lxxxi)
 
Excerpts of transcript from Air Products earnings teleconference, dated January 21, 2011.*
(a)(5)(lxxxii)
 
Text of press release issued by Air Products, dated February 3, 2011.*
(a)(5)(lxxxiii)
 
Excerpts of transcript from presentation of Paul Huck at the Barclays Capital Industrial Select Conference, dated February 8, 2011.*
(a)(5)(lxxxiv)  
Text of press release issued by Air Products, dated February 15, 2011.
(b)(1)
 
Commitment letter described in Section 10, “Source and Amount of Funds” of the Offer to Purchase.*
(b)(2)
 
Amended and Restated Commitment Letter dated March 3, 2010 among Air Products and Chemicals, Inc., JPMorgan Chase Bank, N.A. and J.P. Morgan Securities Inc.*
(b)(3)
 
Accession Letter dated March 3, 2010 among Air Products and Chemicals, Inc., The Royal Bank of Scotland plc and RBS Securities Inc.*
(b)(4)
 
Accession Letter dated March 3, 2010 among Air Products and Chemicals, Inc., Deutsche Bank AG Cayman Island Branch and Deutsche Bank Securities Inc.*
(b)(5)
 
Accession Letter dated March 3, 2010 among Air Products and Chemicals, Inc., BNP Paribas and BNP Paribas Securities Corp.*
(b)(6)
 
Accession Letter dated March 3, 2010 among Air Products and Chemicals, Inc., HSBC Securities (USA) Inc. and HSBC Bank USA, N.A.*
(b)(7)
 
Accession Letter dated March 3, 2010 between Air Products and Chemicals, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd.*
(b)(8)
 
Credit Agreement dated March 31, 2010 among Air Products and Chemicals, Inc., the lenders parties thereto and JPMorgan Chase Bank, N.A., as administrative agent.*
(b)(9)
 
Amended and Restated Credit Agreement dated February 3, 2011 among Air Products and Chemicals, Inc., the lenders parties thereto and JPMorgan Chase Bank, N.A., as administrative agent.*
(d)
 
Not applicable.
(g)
 
Not applicable.
(h)
 
Not applicable.
 

*
 
Previously filed

Exhibit (a)(5)(lxxxiv)
 
 
Air Products and Chemicals, Inc.
7201 Hamilton Boulevard
Allentown, PA  18195-1501


Air Products Withdraws Offer for Airgas

LEHIGH VALLEY, Pa. (February 15, 2011) – Air Products (NYSE: APD) today commented on the decision by the Delaware Chancery Court to uphold the Airgas, Inc. (NYSE: ARG) poison pill.

John E. McGlade, Air Products chairman, president and chief executive officer, said, “We are disappointed by the court’s decision. We believe the Airgas Board of Directors has done a great disservice to Airgas shareholders by never allowing them to decide for themselves whether they want to accept our $70 per share all-cash offer. It is abundantly clear that the Airgas Board is thoroughly entrenched in its position, so we have decided to withdraw our offer and move on.”

McGlade continued, “While acquiring Airgas at an appropriate price would have been a value-creating opportunity, Air Products has many other compelling growth opportunities around the world that we are continuing to pursue. Our business is performing extremely well as evidenced by our most recent results, and we remain focused on executing against our strategic plan and delivering strong results for our shareholders.”

Air Products will host a conference call for investors and the media on Wednesday, February 16, 2011 at 9:00 a.m. ET to discuss the decision to withdraw its offer. To participate in the call, please dial 785-830-1997, passcode 9523693. The call also may be accessed at www.airproducts.com. Access the audio replay of the call by dialing (888) 203-1112 in the U.S. or (719) 457-0820 outside of the U.S. and entering passcode 9523693.

Air Products (NYSE:APD) serves customers in industrial, energy, technology and healthcare markets worldwide with a unique portfolio of atmospheric gases, process and specialty gases, performance materials, and equipment and services. Founded in 1940, Air Products has built leading positions in key growth markets such as semiconductor materials, refinery hydrogen, home healthcare services, natural gas liquefaction, and advanced coatings and adhesives. The company is recognized for its innovative culture, operational excellence and commitment to safety and the environment. In fiscal 2010, Air Products had revenues of $9 billion, operations in over 40 countries, and 18,300 employees around the globe. For more information, visit www.airproducts.com.

ADDITIONAL INFORMATION
On February 11, 2010, Air Products Distribution, Inc. (“Purchaser”), a wholly owned subsidiary of Air Products and Chemicals, Inc. (“Air Products”), commenced a cash tender offer for all the outstanding shares of common stock of Airgas, Inc. (“Airgas”) not already owned by Air Products, subject to the terms and conditions set forth in the Offer to Purchase dated as of February 11, 2010 (the “Offer to Purchase”). The purchase price to be paid upon the successful closing of the cash tender offer is $70 per share in cash, without interest and less any required withholding tax, subject to the terms and conditions set forth in the Offer to Purchase, as amended. The offer is scheduled to expire at midnight, New York City time, on Tuesday, February 15, 2011, unless further amended in the manner set forth in the Schedule TO. Air Products does not intend to further extend the expiration date.

-more-

 
 
 
 

 
 

 
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. The tender offer is being made pursuant to a tender offer statement on Schedule TO (including the Offer to Purchase, a related letter of transmittal and other offer materials) filed by Air Products with the U.S. Securities and Exchange Commission (“SEC”) on February 11, 2010. 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 ABOUT THE PROPOSED TRANSACTION. Investors and security holders can obtain free copies of these documents and other documents filed with the SEC by Air Products through the web site maintained by the SEC at http://www.sec.gov. The Offer to Purchase and related materials may also be obtained for free by contacting the Information Agent for the tender offer, MacKenzie Partners, Inc., at 212-929-5500 or toll-free at 800-322-2885.

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Media Inquiries:
(Air Products)
Betsy Klebe, tel: (610) 481-4697; e-mail: klebeel@airproducts.com.

(Sard Verbinnen & Co)
George Sard/David Reno, tel: (212) 687-8080.

Investor Inquiries:
(Air Products)
Simon Moore, tel: (610) 481-7461; e-mail: mooresr@airproducts.com.
 
(MacKenzie Partners)
Larry Dennedy/Charlie Koons, tel: (212) 929-5239; (212) 929-5708