UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
TO
(Rule 14d-100)
TENDER
OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. )
Airgas,
Inc.
(Name of
Subject Company (Issuer))
Air
Products and Chemicals, Inc.
(Name of
Filing Persons (Offerors))
Common
Stock, par value $0.01 per share
(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 Numbers of Person Authorized to Receive
Notices
and Communications on Behalf of Filing Persons)
Copies
to:
James
C. Woolery, Esq.
Cravath,
Swaine & Moore LLP
Worldwide
Plaza
825
Eighth Avenue
New
York, NY 10019-7475
(212)
474-1000
CALCULATION
OF FILING FEE
|
Transaction
Valuation
|
Amount
of Filing Fee
|
|
|
Not
applicable
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Not
applicable
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o Check the 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: None
|
Filing
Party: Not
applicable
|
|
|
Form
or Registration No.: Not
applicable
|
Date
Filed: Not
applicable
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þ 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.
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||
|
o
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issuer
tender offer subject to Rule 13e-4.
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o
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going-private
transaction subject to Rule 13e-3.
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||
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o
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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: o
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)
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Open
Letter to Airgas Employees
Dear
Airgas Employees:
As you
have likely heard by now, Air Products has made an offer to acquire Airgas for
$60.00 per share in cash, or a total of approximately $7.0 billion including
equity and debt. I wanted you to hear directly from me about why we
are doing this and why now. This is an extremely compelling
transaction with undeniable strategic and industrial logic that would bring
together two highly complementary organizations, create substantial value for
each company’s shareholders, provide broader product offerings for both
companies’ customers, and offer excellent opportunities for the employees of
both companies. For more information on this exciting news, I invite
you to visit www.airproducts.com/airgasoffer, which provides more detail on our
proposed transaction.
Bringing
together our complementary skills and strengths would create one of the world’s
leading integrated industrial gas companies, with highly competitive positions
in all modes of supply and in the world’s important geographies. As part of this
very attractive combination, Airgas would be well positioned to achieve higher
growth in the future than it could achieve on a stand-alone
basis. The combined company would be 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 geographies and in
all three distribution channels: packaged gases, liquid bulk and
tonnage.
We admire
Airgas and the outstanding company you have all helped build, and know that your
talent, experience and hard work have fueled Airgas’ success. We have
been extremely impressed with how you have taken the U.S. packaged gas business
we sold to Airgas in 2002 and successfully become the U.S. market leader, with
unparalleled sales and operating networks. You should all be proud of
what you have accomplished.
You might
be wondering why we are looking to return to the U.S. packaged gas business
now. In 2002, our U.S. packaged gas business had limited breadth and
scope and at that time, we examined our strategic priorities and decided to exit
that business in order to focus on other areas where we could grow and improve
our company. Over the ensuing eight years, both Air Products and
Airgas have grown significantly, and as we look to the future, we see packaged
gas as a growth area for Air Products, both within North America and
internationally.
We highly
value Airgas’ talented operating team and sales force, which would benefit
greatly from expanded opportunities, enhanced resources and greater long-term
growth prospects as part of a larger and stronger global U.S. company
headquartered in Pennsylvania. It is our intention to leverage
Airgas’ broad sales force and packaged gases skills on the foundation of Air
Products’ global presence and infrastructure to accelerate growth both
domestically and internationally.
Moreover,
we believe the timing for this combination is ideal. Air Products’
presence in all of the world’s key industrial gas markets would help Airgas
achieve its international expansion goals better and faster than Airgas could on
its own. By joining together now, we would be able to take full
advantage of the substantial growth potential, world-class competencies and
synergies unique to this transaction.
It is our
sincere belief that together we can build an outstanding global enterprise that
will enjoy growth and success and offer career development opportunities for
many years to come.
Sincerely,
John McGlade
Chairman, President and CEO
Air Products
* *
*
ADDITIONAL
INFORMATION
This
communication does not constitute an offer to buy or solicitation of an offer to
sell any securities. No tender offer for the shares of Airgas, Inc.
(“Airgas”) has commenced at this time. In connection with the
proposed transaction, Air Products and Chemicals, Inc. (“Air Products”) may file
tender offer documents with the U.S. Securities and Exchange Commission
(“SEC”). Any definitive tender offer documents 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 ABOUT THE PROPOSED TRANSACTION. 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 Air Products through
the web site maintained by the SEC at http://www.sec.gov.
In
connection with the proposed transaction, Air Products 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 ABOUT THE PROPOSED TRANSACTION. 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 Air Products through
the web site maintained by the SEC at http://www.sec.gov.
CERTAIN
INFORMATION REGARDING PARTICIPANTS
Air
Products and certain of its respective directors and executive officers may be
deemed to be participants in the proposed transaction under the rules of the
SEC. Security holders may obtain information regarding the names, affiliations
and interests of Air Products’ directors and executive officers in Air Products’
Annual Report on Form 10-K for the year ended September 30, 2009, which was
filed with the SEC on November 25, 2009, and its proxy statement for the 2010
Annual Meeting, which was filed with the SEC on December 10,
2009. These documents can be obtained free of charge from the sources
indicated above. Additional information regarding the interests of
these participants in the 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
when they become available.
FORWARD-LOOKING
STATEMENTS
All
statements included or incorporated by reference in this communication other
than statements or characterizations of historical fact, are forward-looking
statements. These forward-looking statements are based on our current
expectations, estimates and projections about our business and industry,
management’s beliefs, and certain assumptions made by us, all of which are
subject to change. Forward-looking statements can often be identified
by words such as “anticipates”, “expects”, “intends”, “plans”, “predicts”,
“believes”, “seeks”, “estimates”, “may”, “will”, “should”, “would”, “could”,
“potential”, “continue”, “ongoing”, similar expressions, and variations or
negatives of these words.
These
forward-looking statements are not guarantees of future results and are subject
to risks, uncertainties and assumptions that could cause our actual results to
differ materially and adversely from those expressed in any forward-looking
statement. Important risk factors that could contribute to such
differences or otherwise affect our business, results of operations and
financial condition include the possibility that Air Products will not pursue a
transaction with Airgas and the risk factors discussed in our Annual Report on
Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on
Form 8-K, and other SEC filings. The forward-looking statements in
this release speak only as of the date of this filing. We undertake
no obligation to revise or update publicly any forward-looking statement, except
as required by law.