sctoc.htm
 
 
 

 
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
  
Not applicable
 
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
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.
 
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:   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)
 
 
 
 
 
 
 
 
 
February 5, 2010
 
 
Dear Distributor:
 
As you may have heard by now, Air Products has made an offer to acquire Airgas in an all-cash transaction.  Since this news has just become public, I wanted you to hear directly from us about why we are doing this and what this means for you.
 
This is an extremely compelling transaction with strategic and industrial logic that would bring together two highly complementary organizations.  Air Products is a global leader in liquid bulk and tonnage gases.  We also have significant packaged gas operations internationally, but do not have a packaged gas business in the U.S.  Airgas is the market leader in U.S. packaged gases with unsurpassed distribution capabilities.  Together, we would be the largest industrial gas company in North America and one of the largest globally, with world-class industrial gas application skills.
 
This transaction follows the same strategy we were pursuing in other regions: to offer an integrated portfolio of products and services to become the best alternative for our customers and partners around the world.  This strategy recognizes the importance of our relationship with our distributors and we will continue to seek ways to strengthen this relationship with even more robust, full-service product offerings.  This transaction will not affect our commitment to serve you and you should see no change in the way we manage our relationship with you and your team.
 
We are not announcing a completed transaction today, and it is important to note that this is only the first step in what may prove to be an extended process.  However, you can be confident that this development will not affect our current business relationship.  We remain 100% committed to meeting your needs and providing you with the highest levels of service.  Over the longer term, we believe we will have even more and better opportunities to work together.
 
For more information on this transaction, you can call me or Mike Reinhardt (610-481-4830) at any time if you have questions.  Thank you for your continued support.
 
Sincerely,
 

 
 
 
* * *
 
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.