Air Products (NYSE: APD) today announced it has reached an agreement with the Staff of the Federal Trade Commission (FTC) on the terms of a Consent Decree in connection with the acquisition of Airgas, Inc. (NYSE: ARG).
The Consent Decree would permit Air Products to acquire Airgas subject to the divestiture of certain assets and would also permit, for a period of time, the closing of the acquisition prior to completion of the divestiture. The assets to be divested relate primarily to Airgas’ liquid bulk and on-site supply of atmospheric gases, including production and related assets. Air Products has signed the Consent Decree, which is subject to review and approval by the Commissioners of the FTC.
John E. McGlade, Air Products chairman, president and chief executive officer, said, “Having reached agreement with the FTC on the terms of a Consent Decree, we have now satisfied the principal conditions to completing a transaction with Airgas. There remain no substantive impediments to closing immediately other than the intransigence of the Airgas Board. The next step for Airgas shareholders is to elect our three highly qualified board nominees and approve our other proposals at the 2010 Airgas Annual Meeting scheduled for September 15, 2010.”
McGlade continued, “The Airgas Board has refused to discuss our offer and has also failed to promptly put the company up for sale.”
Air Products has extended the expiration of its tender offer for all outstanding shares of Airgas for $63.50 per share in cash. The offer and withdrawal rights are now scheduled to expire at 12:00 midnight New York City time on October 29, 2010, unless further extended. The tender offer was previously scheduled to expire on August 13, 2010. Except for the extension of the tender offer expiration date, all other terms and conditions of the offer remain unchanged.
As of midnight on August 13, 2010, 17,895,787 shares of Airgas common stock had been validly tendered into and not withdrawn from the offer by Airgas shareholders, which together with the 1,508,255 shares of Airgas currently owned by Air Products, represents approximately 23.2 percent of Airgas’ 83,666,869 shares outstanding as of August 4, 2010.