- A special meeting of Airgas’
shareholders has been scheduled for February 23, 2016
- Customary regulatory reviews proceeding
as expected
- The parties continue to expect to
complete the merger in the second or third quarter of 2016
- Previously committed bridge financing
successfully syndicated amongst large group of international
banks
Air Liquide (Euronext Paris: AI), world leader in gases,
technologies and services for Industry and Health, and Airgas
(NYSE: ARG), the leading supplier of packaged gases and associated
products and services in the United States, announce the date of
the special meeting of Airgas’ shareholders to approve Air
Liquide’s pending acquisition of Airgas. This special meeting is
scheduled to take place on February 23, 2016.
This Smart News Release features multimedia.
View the full release here:
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The transaction, which was unanimously approved by each of Air
Liquide’s and Airgas’ Boards of Directors prior to its
announcement, is expected to close following approval by Airgas
shareholders, receipt of necessary antitrust and other regulatory
approvals, as well as additional customary closing conditions. Both
companies are pleased with the progress made to date and the
pending transaction is progressing as expected.
- On January 22, 2016, Airgas filed its
definitive proxy statement relating to the special meeting of its
shareholders to obtain approval of the acquisition (a simple
majority of the outstanding shares of Airgas is required). The
special meeting is scheduled to take place on February 23,
2016.
- Both Air Liquide and Airgas are
actively engaged with the US Federal Trade Commission (the "FTC")
in connection with the proposed acquisition of Airgas. The parties
are cooperating fully with the FTC’s investigation, including by
providing information requested in the FTC’s "second request".
- Assuming timely receipt of the required
regulatory clearances and satisfaction of other closing conditions,
the parties continue to expect to complete the merger in the second
or third calendar quarter of 2016.
- The bridge financing, initially
underwritten by Barclays Bank PLC and BNP Paribas, has been
syndicated among a large group of international banks, who have
longstanding working relationships with Air Liquide. The loan
agreement was signed on December 17, 2015.
Airgas files annual, quarterly and current reports, proxy
statements and other information, including the principal documents
relating to this transaction, with the SEC. Such filings are
available to the public free of charge from the SEC website at
http://www.sec.gov/edgar/searchedgar/webusers.htm.
About Air Liquide
World leader in gases, technologies and services for Industry
and Health, Air Liquide is present in 80 countries with more than
50,000 employees and serves more than 2 million customers and
patients. Oxygen, nitrogen and hydrogen have been at the core of
the company’s activities since its creation in 1902. Air Liquide’s
ambition is to be the leader in its industry, delivering long-term
performance and acting responsibly.
Air Liquide ideas create value over the long term. At the core
of the company’s development are the commitment and constant
inventiveness of its people.
Air Liquide anticipates the challenges of its markets, invests
locally and globally, and delivers high-quality solutions to its
customers and patients, and the scientific community.
The company relies on competitiveness in its operations,
targeted investments in growing markets and innovation to deliver
profitable growth over the long-term.
Air Liquide’s revenues amounted to €15.4 billion in 2014, and
its solutions that protect life and the environment represented
more than 40% of sales. Air Liquide is listed on the Paris Euronext
stock exchange (compartment A) and is a member of the CAC 40
and Dow Jones Euro Stoxx 50 indexes.
For more information, please visit www.airliquide.com.
About Airgas
Airgas, Inc. (NYSE: ARG), through its subsidiaries, is one of
the leading suppliers of industrial, medical and specialty gases,
and hardgoods, such as welding equipment and related products in
the United States. Airgas is a leading U.S. producer of atmospheric
gases with 16 air separation plants, a leading producer of carbon
dioxide, dry ice, and nitrous oxide, one of the largest U.S.
suppliers of safety products, and a leading U.S. supplier of
refrigerants, ammonia products, and process chemicals.
Approximately 17,000 associates work in more than 1,100 locations,
including branches, retail stores, gas fill plants, specialty gas
labs, production facilities and distribution centers. Airgas also
markets its products and services through e-Business, catalog and
telesales channels. Its national scale and strong local presence
offer a competitive edge to its diversified customer base.
Airgas revenues amounted to $5.3 billion in 2015 (fiscal year
ending March 31, 2015).
For more information, please visit www.airgas.com
ARG-G
Cautionary Note Regarding Forward-Looking Statements
This press release contains certain statements that are
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, as amended. L’Air Liquide S.A. (“Air
Liquide”) and Airgas, Inc. (“Airgas”) have identified some of these
forward-looking statements with words like “believe,” “may,”
“could,” “would,” “might,” “possible,” “will,” “should,” “expect,”
“intend,” “plan,” “anticipate,” or “continue,” the negative of
these words, other terms of similar meaning or the use of future
dates. Forward-looking statements in this release include without
limitation statements regarding the expected timing of the
completion of the transactions described in this press release, Air
Liquide’s operation of Airgas’ business following completion of the
contemplated transactions, and statements regarding the future
operation, direction and success of Airgas’ businesses. Such
statements are qualified by the inherent risks and uncertainties
surrounding future expectations generally, and actual results could
differ materially from those currently anticipated due to a number
of risks and uncertainties. Risks and uncertainties that could
cause results to differ from expectations include: uncertainties as
to the timing of the contemplated transactions; uncertainties as to
the approval of Airgas’ stockholders required in connection with
the contemplated transactions; the possibility that a competing
proposal will be made; the possibility that the closing conditions
to the contemplated transactions may not be satisfied or waived,
including that a governmental entity may prohibit, delay or refuse
to grant a necessary regulatory approval; the effects of disruption
caused by the announcement of the contemplated transactions making
it more difficult to maintain relationships with employees,
customers, vendors and other business partners; the risk that
stockholder litigation in connection with the contemplated
transactions may affect the timing or occurrence of the
contemplated transactions or result in significant costs of
defense, indemnification and liability; other business effects,
including the effects of industry, economic or political conditions
outside of the control of the parties to the contemplated
transactions; transactions costs; actual or contingent liabilities;
and other risks and uncertainties discussed in Airgas’ filings with
the U.S. Securities and Exchange Commission (the “SEC”), including the “Risk Factors” sections of
Airgas’ most recent annual report on Form 10-K. You can obtain
copies of Airgas’ filings with the SEC for free at the SEC’s
website (www.sec.gov). Neither Air Liquide nor Airgas undertakes
any obligation to update any forward-looking statements as a result
of new information, future developments or otherwise, except as
expressly required by law. All forward-looking statements in this
announcement are qualified in their entirety by this cautionary
statement.
Additional Information and Where to
Find it
In connection with the proposed acquisition of Airgas by Air
Liquide, Airgas has filed with the SEC and mailed or otherwise
provided to its stockholders a definitive proxy statement regarding
the proposed transaction. BEFORE MAKING ANY VOTING DECISION, AIRGAS
STOCKHOLDERS ARE URGED TO CAREFULLY READ THE DEFINITIVE PROXY
STATEMENT IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED WITH THE
SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY
REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED
TRANSACTION. Investors and security holders may obtain a free copy
of the proxy statement and other documents that Airgas files with
the SEC (when available) from the SEC’s website at www.sec.gov and
Airgas’ website at http://investor.shareholder.com/arg/. In
addition, the proxy statement and other documents filed by Airgas
with the SEC (when available) may be obtained from Airgas free of
charge by directing a request to Joseph Marczely, Manager, Investor
Relations, Airgas, Inc., 259 N. Radnor-Chester Road, Radnor, PA
19087-5283, Phone: 610-263-8277.
Certain Information Concerning
Participants
Airgas and its directors, executive officers and employees may
be deemed, under SEC rules, to be participants in the solicitation
of proxies from Airgas stockholders with respect to the proposed
acquisition of Airgas. Security holders may obtain information
regarding the names, affiliations and interests of such individuals
in Airgas’ Annual Report on Form 10-K for the fiscal year ended
March 31, 2015 and proxy statement for its 2015 annual meeting of
stockholders. Additional information regarding the interests of
such individuals in the proposed acquisition of Airgas is in the
proxy statement relating to such acquisition. These documents may
be obtained free of charge from the SEC’s website at www.sec.gov
and Airgas’ website at http://investor.shareholder.com/arg/.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160126005281/en/
Air LiquideMedia relationsCaroline Philips, +33
(0)1 40 62 50 84Investor relationsAude Rodriguez, +33 (0)1
40 62 57 08Erin Sarret, +33 (0)1 40 62 57 37Air Liquide
USAMichael Rosen, +1- 713-624-8023AirgasMedia
relationsSarah Boxler,
+1-610-263-8260sarah.boxler@airgas.comInvestor
relationsJoseph Marczely,
+1-610-263-8277joseph.marczely@airgas.com
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