UpdateAir Products says Airgas misguided, will stick with bid

22 February 2010 22:29  [Source: ICIS news]

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HOUSTON (ICIS news)--Air Products said on Monday that the rejection of its $5.1bn (€3.7bn) takeover bid by the Airgas board of directors was misguided and misleading to shareholders.

Air Products said it remained committed to its $60/share cash offer, urging Airgas shareholders to demand that independent directors of Airgas form a special committee advised by independent advisors to objectively evaluate the bid.

Airgas had alleged that the Air Products offer was extremely opportunistic and part of a plan to obtain the future value of Airgas at a bargain basement price.

However, Airgas offered no new strategy to enhance stockholder value beyond its existing outlook, which was lowered twice by Airgas over the past four months, Air Products said.

In addition, “an 18% cash premium over the 52-week high in an uncertain market is hardly opportunistic”, Air Products added. “The deep recession Airgas points to is a reason to accept, rather than reject, certain value.”

Airgas also claimed that Air Products would struggle to make the necessary divestitures to receive US anti-monopoly clearance, a fact which Air Products denied, pointing out that it did not have a North American packaged gas business.

Airgas pointed to a difference in the culture of the two companies, accusing Air Products of using highly aggressive tactics - including deceptive statements, meritless litigation and misleading personal attacks - in order to direct attention from the “grossly undervalued and opportunistic nature of its offer”.

However, “Airgas' rhetoric regarding tactics rings hollow after they  summarily rejected Air Products' repeated attempts for over five months to seek a friendly, constructive dialogue with Airgas,” Air Products said.

Air Products urged Airgas to come to the table in a constructive dialogue, arguing that such an approach would serve stockholders better than a continued delay.

The total value of the offer is $7.0bn, including $5.1bn of equity and $1.9bn of assumed debt, according to Air Products.

The offer is set to expire on 9 April.

Air Products closed down 11 cents, or 0.2%, at $69.53/share in Monday trading on the New York Stock Exchange. Airgas finished up 5 cents, or 0.1%, at $63.58/share.

($1 = €0.73)

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By: Ben DuBose
+1 713 525 2653

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