Air Products And Chemicals, Inc. · NYSE:APD
Air Products And Chemicals — Proxy Contest (May 2010)
14 slides from Air Products And Chemicals's proxy contest presentation, May 19, 2010
Slide 1: Schedule 14A Proxy Statement Cover
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. __) Filed by the Registrant o Filed by
Slide 2: Airgas Offer Update
Airgas Offer Update May 17, 2010
Slide 3: Forward Looking Statement
Forward Looking Statement This presentation contains “forward-looking statements” within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including earnings guidance and comments regarding the Company’s proposed acquisition of Airgas, Inc. These forward-looking sta
Slide 4: Additional Information
ADDITIONAL INFORMATION On February 11, 2010, Air Products Distribution, Inc., 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, sub
Slide 5: Airgas transaction highlights
Airgas transaction highlights Consideration All-cash offer for all Airgas shares at $60.00 per share Premium Premium of 38% to ARG unaffected price on 2/04/10 of $43.53 Accretion Expected to be substantially accretive to Air Products cash EPS in year one Synergies Substantial cost synergies yielding
Slide 6: Compelling strategic and industrial logic
Compelling strategic and industrial logic Creates one of the world’s leading integrated industrial gas companies · Largest industrial gas company in North America · Diversified across geographies and distribution channels with competitive positions in all three supply modes: Packaged Gases, Liquid B
Slide 7: Synergies
Synergies Supply Chain · Consolidate filling locations · Consolidate specialty gas plant locations · Move from local delivery to hub and spoke · Combine purchasing requirements · Utilize Shared Services for Packaged Gas operations and Product Management Overheads · Use Shared Services for back offic
Slide 8: Path forward . . .
Path forward . . . Litigation • Commenced litigation in Delaware Tender offer • Offer commenced Feb 11 Air Products • Financing committed committed to Regulatory process completing • Prepared to make appropriate transaction divestitures Shareholder meeting proposals • Provided notice May 13 • Annual
Slide 9: Air Products' proposals
Air Products’ proposals 1. Election of three independent director nominees 2. Amend by-laws to implement director eligibility requirements ● Would make any Airgas board members (except CEO) not elected at annual meeting ineligible to serve on Airgas Board for three years ● If not elected but re-appo
Slide 10: Highly qualified nominees
Highly qualified nominees John P. Clancey −Age 65 −Chairman Emeritus, Maersk Inc. −Former President and Chief Executive Officer, Sea-Land Service, Inc. −Principal and founder, Hospitality Logistics, International −Former Director, UST Inc. −Former Director, Foster Wheeler AG −Former Director, AT&T C
Slide 11: Airgas' record of anti-shareholder actions
Airgas’ record of anti-shareholder actions −Refused to explore any aspect of Air Products’ premium offers ● Refused to discuss $60 all-stock written offer made November 20, 2009 ● Refused to discuss $62 cash-and-stock written offer made December 17, 2009 ● No substantive response to Air Products’ ad
Slide 12: The Air Products opportunity
The Air Products opportunity STABILITY GROWTH RESULTS · Long term contracts, · Solid backlog and strong · Double-digit EPS growth consistent and predictable growth opportunities cash flow across all geographies · ROCE 3-5% above cost of capital · Diversified across · New growth opportunities geograp
Slide 13: Thank you
Thank you www.airproducts.com
Slide 14: Slide 14