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Airgas Rejects Revised Takeover Bid from Air Products

Air Products (NYSE: APD) today responded to the announcement by Airgas, Inc. (NYSE: ARG) that its Board of Directors has rejected Air Products' fully financed offer to purchase all of the outstanding shares of Airgas for the increased price of $63.50 per share in cash made on July 8.

This offer is an increase of $3.50 per share over the initial offer of $60.00 per share and a premium of 46% over the closing price of Airgas' shares on February 4, 2010, the day before Air Products announced its initial offer.

John E. McGlade, Air Products chairman, president and chief executive officer, said, "We are disappointed that the Airgas Board has once again rejected an all-cash offer at a substantial premium without engaging with Air Products.  This latest rejection comes in spite of a materially higher offer representing a 46% premium to Airgas' pre-offer price.  We believe Airgas shareholders today face substantially more uncertain market conditions than when we commenced our offer for Airgas in February, and that the certainty of a fully financed all-cash offer at a substantial premium is more attractive than ever before."

McGlade added, "Airgas' recent performance does not change our view of the company's intrinsic value.  We remain confident that our all-cash offer exceeds the value Airgas could produce for shareholders in the future through execution of its current business plan even under optimistic scenarios."

McGlade concluded, "As a result of the continuing refusal of Airgas to even discuss our offer, there is only one way for shareholders to be heard in the Airgas Boardroom – and that is to tender their shares and vote for our proposals and independent director nominees at the upcoming Annual Meeting.  We are confident we will have strong support from Airgas shareholders and will be able to complete this transaction in a timely fashion despite the actions of the Airgas Board."

Air Products' tender offer is scheduled to expire on August 13, 2010.  Air Products urges all Airgas shareholders to tender their shares before the August 13 expiration.  Air Products believes a substantial tender count on August 13 is an important step in sending a clear message to the Airgas Board that shareholders want their Board to engage with Air Products.

Airgas' 2010 Annual Meeting remains unscheduled but Airgas has stated in SEC filings that it expects to hold the meeting on or before September 17, 2010, and has set a record date of July 19, 2010 for shareholders to be eligible to vote at the meeting.  Air Products encourages Airgas shareholders to take the necessary steps with their custodian banks and brokerage firms to ensure they are eligible to vote at the Annual Meeting.  Shareholders should contact MacKenzie Partners, Inc. at the numbers below if they have any questions about voting or tendering procedures.

Air Products previously filed preliminary proxy materials with the Securities and Exchange Commission for its planned solicitation of proxies at the 2010 Airgas Annual Meeting.  Air Products intends to solicit proxies from Airgas shareholders to elect three independent nominees to the Airgas Board of Directors and to approve three additional proposals that Air Products believes will ensure the Airgas Board will act independently and in the best interest of Airgas shareholders.

Source: http://www.airproducts.com/

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