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Air Products Commences Tender Offer to Acquire All Outstanding Shares of Airgas for $60.00 Per Share in Cash

Air Products Air Products (NYSE: APD) today announced that it has commenced a fully financed tender offer for all outstanding common shares of Airgas, Inc. (NYSE:ARG) for $60.00 per share all in cash. The offer and withdrawal rights will expire at 12:00 midnight New York City time on April 9, 2010, unless extended.

Air Products issued the following statement:

"It is unfortunate that the Airgas Board continues to just say no to Air Products' $60.00 per share all-cash offer, denying Airgas shareholders the opportunity to receive a substantial premium and immediate liquidity for their shares while removing any risk of future company performance or economic conditions. This continuing refusal to discuss our compelling all-cash premium offer has left us with no alternative but to take the offer directly to Airgas shareholders.

"We respect Peter McCausland and greatly admire the Company he founded and matured, but we fundamentally disagree with him on achievable standalone value and do not believe his approach is in the best interests of the owners of the other approximately 90% of Airgas shares. We urge the independent directors of Airgas to form a Special Committee that will objectively evaluate our offer and sit down with us to discuss it.

"Airgas' repeated claim that its shares have outperformed Air Products' shares is neither accurate nor relevant to Airgas shareholders' consideration of a $60.00 per share all-cash offer. What is relevant is whether Airgas can create more value on a standalone basis. Airgas contends its recent share price is an anomaly and shareholders will receive value greater than $60.00 per share 'simply with the passage of time' - but this is hardly reassuring given that Airgas has provided no new information on its prospects and has just missed its quarterly earnings and lowered financial guidance for fiscal 2010. Even if shareholders believe Airgas can achieve its highly optimistic projections for fiscal 2013/2014, they are clearly better off with the certainty of cash at a 38% premium in the near term.

"While we continue to seek a negotiated agreement, we are committed to pursuing our $60.00 cash offer and will take all necessary steps to complete it. We urge Airgas shareholders to send a clear message to their Board that they want a negotiated transaction without further delay."

At $60.00 per share in cash, the Air Products offer provides Airgas shareholders a 38% premium to Airgas' closing price of $43.53 on February 4, 2010, the last trading day prior to public disclosure of the Air Products offer, and is 18% above Airgas' previous 52-week high.

Air Products has secured committed financing from J.P. Morgan, and the offer is not conditioned on financing. The offer is conditioned on there being validly tendered and not withdrawn at least a majority of the total number of Airgas shares outstanding on a fully diluted basis, Airgas' Board of Directors redeeming or invalidating its "poison pill" shareholder rights plan, and receipt of regulatory approvals and customary closing conditions as described in the Offer to Purchase.

The Offer to Purchase, Letter of Transmittal and other offering documents will be filed today with the U.S. Securities and Exchange Commission. Airgas' stockholders may obtain copies of all of the offering documents free of charge at the SEC's website ( or by directing a request to MacKenzie Partners, Inc., the Information Agent for the offer, at 212-929-5500 or toll-free at 800-322-2885. Additional information about the transaction, including the offering documents, is also available at The tender offer will expire at 12:00 midnight New York City time on April 9, 2010, unless extended in the manner set forth in the Offer to Purchase.

Air Products' financial advisor and dealer manager for the tender offer is J. P. Morgan Securities Inc., its legal advisors are Cravath, Swaine & Moore LLP and Arnold & Porter, and its information agent is MacKenzie Partners, Inc.

Posted 11/02/2010

Air Products 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 recognised for its innovative culture, operational excellence and commitment to safety and the environment. In fiscal 2009, Air Products had revenues of $8.3 billion, operations in over 40 countries, and 18,900 employees around the globe.

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