UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. __)
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o Preliminary Proxy Statement
o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
þ Soliciting Material under Rule 14a-12
Airgas, Inc.
(Name of Registrant as Specified in Its Charter)
Air Products Distribution, Inc.
Air Products and Chemicals, Inc.
(Name of Persons Filing Proxy Statement, if Other than Registrant)
Payment of filing fee (Check the appropriate box):
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o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
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(4) Proposed maximum aggregate value of transaction:
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On November 9, 2010, Robert Dixon, Senior Vice President and General Manager - Merchant Gases of Air Products and Chemicals, Inc., gave a presentation at the RW Baird 2010 Industrial Conference relating to various matters. The following slides were included in the slide presentation given at the meeting:
Investor Update
Robert Dixon
Senior Vice-President
Merchant Gases
RW Baird Industrial Conference - Chicago
November 9, 2010
Presentation by
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 $65.50 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 Friday, December 3, 2010, unless further extended in the manner set forth in the Offer to Purchase.
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.
Air Products intends to file a proxy statement with the SEC in connection with the solicitation of proxies for the annual meeting of Airgas stockholders to be held on January 18, 2011. Any definitive proxy statement will be mailed to stockholders of Airgas.
INVESTORS AND SECURITY HOLDERS OF AIRGAS ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION AND FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY AS 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 Air Products through the web site maintained by the SEC at http://www.sec.gov. These materials may also be obtained for free (if and when available) by contacting Air Products’ proxy solicitor, MacKenzie Partners, Inc., at 212-929-5500 or toll-free at 800-322-2885.
CERTAIN INFORMATION REGARDING PARTICIPANTS
Air Products, Purchaser, and certain of their respective directors and executive officers and the Air Products nominees for election at Airgas’s January 2011 annual meeting 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, 2010, which was filed with the SEC on November 25, 2010, and its proxy statement for Air Products’ 2010 Annual Meeting, which was filed with the SEC on December 10, 2009; and of Purchaser’s directors and executive officers in the Offer to Purchase. Information about the Air Products nominees will be included in the proxy statement Air Products intends to file with the SEC. 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.
Airgas path forward
Strategic & Industrial Logic
● Drive cost & growth synergies
● Leading integrated industrial gas
company
company
● Value for ARG & APD shareholders
Litigation Update
● Expect appeal decision in November
● Timely lawsuit ruling
Airgas Shareholders
● Continue to emphasize to Airgas Board
to negotiate now
to negotiate now
● Vote for 2nd group of directors
in January
in January
The Air Products opportunity
Results
Stability
● Long term contracts,
consistent and
predictable cash
flow
consistent and
predictable cash
flow
● Diversified across
geographies and
distribution channels
geographies and
distribution channels
● Airgas opportunity
creates competitive
positions in all three
supply modes,
maintains strong
balance sheet
creates competitive
positions in all three
supply modes,
maintains strong
balance sheet
Growth
● Solid backlog and
strong growth
opportunities across all
geographies
strong growth
opportunities across all
geographies
● New growth
opportunities in energy,
environment and
emerging markets
opportunities in energy,
environment and
emerging markets
● Airgas provides highly
efficient re-entry into
U.S. packaged gas
market, broadening our
growth opportunities
efficient re-entry into
U.S. packaged gas
market, broadening our
growth opportunities
Well positioned for long-term value creation
● Double-digit EPS
growth
growth
● ROCE 3-5% above
cost of capital
cost of capital
● Continued margin and
return improvement
return improvement
● Airgas transaction
yields substantial
growth, cost savings,
cash generation and
EPS accretion
yields substantial
growth, cost savings,
cash generation and
EPS accretion