Air Products And Chemicals, Inc. · NYSE:APD
Air Products And Chemicals — Proxy Contest (July 2010)
12 slides from Air Products And Chemicals's proxy contest presentation, Jul 29, 2010
Slide 1: Offer to Acquire Airgas
Offer to Acquire Airgas
Slide 2: 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 3: Additional Information
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. (“Airgas”) not already owned by Air
Slide 4: Significant premium at $63.50
Significant premium at $63.50 ● $63.50 per share all cash ● Immediate & certain value ● High premium to all relevant historical prices ● Significantly greater value than standalone Airgas $51.00 Unaffected 52wk high 1 $47.31 3 month VWAP $43.53 Pre-offer price 2 45.9% 34.2% 24.5% Source: FactSet 1 O
Slide 5: Airgas quarterly EPS to reach mid-point of FY2011 guidance
Airgas quarterly EPS to reach mid-point of FY2011 guidance Airgas’ most recent projections show flat EPS trajectory for remainder of Fiscal 2011… 1Q’11 Actual 2Q’11 Mid-point 2Q guidance $0.78-0.82 3Q’11 4Q’11 Implied mid-point FY2011 guidance $3.15-$3.30 $0.83A $0.80 $0.80 $0.80 Fiscal year-end Mar
Slide 6: Quarterly adjusted EPS run-rate
Quarterly adjusted EPS run-rate …with dramatic acceleration in EPS needed to reach 2012 guidance… $ 0.80 $1.05 ● Despite weak economic recovery ● Focus shift to … “ becoming an operating company” ● SAP implementation distraction ● International expansion risk Mid-point FY 2Q guidance $0.78-0.82 CY 2
Slide 7: Analysts agree Airgas' unaffected price is well below $50
Deutsche Bank (July 21) $46 without APD bid Jefferies (July 21) $47 without APD bid Soleil (July 21) $47 without APD bid Morningstar (July 6) $43 fair value estimate …while Wall Street analysts agree Airgas’ unaffected price is well below $50
Slide 8: Air Products has sought to engage with Airgas
Air Products has sought to engage with Airgas ● Airgas has never shown any willingness to explore Air Products’ offers − Repeated attempts to engage since October 2009 have been rejected − Airgas’ responses have included: ● Requests that no proposal be made in writing ● Threats to use “every arrow i
Slide 9: Airgas Board's actions - in shareholders' best interests?
Airgas Board’s actions - in shareholders’ best interests? ● Airgas has not formed an independent Board committee to assess Air Products’ offers − Chairman/CEO may have interests not aligned with other shareholders − Independent committee would facilitate impartial assessment by independent directors
Slide 10: Path forward
Path forward Air Products committed to completing transaction Tender offer ● Revised offer effective July 8 ● Offer scheduled to expire on August 13 ● Financing fully committed Shareholder meeting ● Scheduled for September 15 ● 3 independent BOD nominees ● Proposed by-law changes Regulatory process
Slide 11: What we are asking you to do
What we are asking you to do Tender your shares by the August 13 expiration date Support Air Products proxy solicitation - Sign and return GOLD proxy card 1. Vote for our three independent director nominees 2. Amend by-laws to implement director eligibility requirements ● Would make any Airgas board
Slide 12: Thank you
Thank you www.airproducts.com