Airgas rejects latest takeover bid
Airgas Inc.'s board of directors voted unanimously to reject the revised unsolicited tender offer from Air Products & Chemicals of $63.50 per share in cash.
"The Airgas board of directors is unanimous in its belief that the revised offer from Air Products continues to grossly undervalue Airgas and does not fairly compensate stockholders for Airgas' extraordinary track record, outstanding recent results, excellent growth prospects or industry-leading position. In our board's judgment, the new Air Products offer, like Air Products' previous offers, is grossly inadequate and an extremely opportunistic attempt to cut off the Airgas stockholders' ability to benefit as the domestic economy continues its recovery."
McCausland added that the latest per share proposal is effectively the same as Air Products' $62 per share stock and cash proposal. He said that since Dec. 31, 2009, Airgas has reduced its adjusted debt - which includes amounts outstanding under its trade receivables securitization - by over $160 million. "As a result, while the per-share amount that Air Products has offered is nominally higher, Air Products' total cost to acquire Airgas - as measured in terms of enterprise value - remains the same at approximately $7.15 billion, despite Airgas' strongly increasing earnings and enhanced prospects," siad McCausland.
Air Products chairman, president and CEO John E. McGlade expressed disappointment in the Airgas position.
"We are disappointed that the Airgas Board has once again rejected an all-cash offer at a substantial premium without engaging with Air Products. This latest rejection comes in spite of a materially higher offer representing a 46% premium to Airgas' pre-offer price. We believe Airgas shareholders today face substantially more uncertain market conditions than when we commenced our offer for Airgas in February, and that the certainty of a fully financed all-cash offer at a substantial premium is more attractive than ever before."
McGlade vowed to continue the hostile takeover attempt at the Airgas annual meeting, which has yet to be scheduled.
"As a result of the continuing refusal of Airgas to even discuss our offer, there is only one way for shareholders to be heard in the Airgas Boardroom - and that is to tender their shares and vote for our proposals and independent director nominees at the upcoming Annual Meeting. We are confident we will have strong support from Airgas shareholders and will be able to complete this transaction in a timely fashion despite the actions of the Airgas Board," McGlade said.
INDUSTRIAL SUPPLY MAGAZINE
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