Air Products And Chemicals, Inc. · NYSE:APD
Air Products And Chemicals — Proxy Contest (June 2010)
10 slides from Air Products And Chemicals's proxy contest presentation, Jun 3, 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: John McGlade, Chairman, CEO and President
On June 3, 2010, John McGlade, Chairman, President and Chief Executive Officer of Air Products and Chemicals, Inc., gave a presentation at the Sanford C. Bernstein Strategic Decisions Conference relating to various matters. The following slides were included in the slide presentation given at the me
Slide 3: Forward Looking Statement
Sanford C. Bernstein Conference 2010 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 A
Slide 4: Additional Information
Sanford C. Bernstein Conference 2010 ADDITIONAL INFORMATION On February 11, 2010, Air Products Distribution, Inc. (“Purchaser”), 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
Slide 5: Offer to Acquire Airgas
Offer to Acquire Airgas
Slide 6: Airgas transaction highlights
Sanford C. Bernstein Conference 2010 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 Synergie
Slide 7: Compelling strategic and industrial logic
Sanford C. Bernstein Conference 2010 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 s
Slide 8: Path forward
Sanford C. Bernstein Conference 2010 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 divestitures transaction Shareholder meeting propos
Slide 9: Air Products' proposals
Sanford C. Bernstein Conference 2010 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 thr
Slide 10: The Air Products opportunity
Sanford C. Bernstein Conference 2010 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 acro