Air Liquide Continues Acquisitions in Homecare 2010.02 February 1, 2010 – Air Liquide has just completed the acquisition of DinnoSanté, a company that specializes in medical-technical services for diabetes.
DinnoSanté is a French company with 90 employees specializing in the equipment and home monitoring of patients with diabetes. It supplies nearly 2,300 chronic diabetes patients with equipment designed to facilitate their lives, including insulin pumps and glucose meters, and supporting them with personalized training and regular follow-up.
Pascal Vinet, Vice President, Healthcare World Business Line and Healthcare Operations, Air Liquide Group, commented, “This new Healthcare acquisition illustrates our development strategy, which seeks to strengthen our global range of services related to homecare treatments. Health is a solid and promising growth driver for the Air Liquide Group.”
Global Systems Forms New Group 2010.02 February 4, 2010 – Global Systems, LLC (dba The Global Group) has announced the formation of their newest group company, Global Calibration Gases, LLC, at their Palmetto, FL headquarters.
From their newly opened specialty gas fill plant and laboratory, Global Calibration Gases is a premier, high-end supplier of calibration gases and custom specialty gas mixtures. The industries served include chemicals and pharmaceuticals, petrochemicals, natural gas, and petroleum refineries, medical gas filling operations and research labs, and air quality monitoring. The Company specializes in multi-component hydrocarbon, BTU, and BTEX mixtures, low ppm and ppb volatile organic compound mixtures, and a complete line of EPA Protocol gases and NIST Traceable gas mixtures. Their analytical lab is in the process of attaining ISO 17025 accreditation.
Airgas Confirms Receipt of Unsolicited Proposal from Air Products 2010.02 February 5, 2010 – Airgas, Inc. today confirmed that it has received an unsolicited proposal from Air Products & Chemicals, Inc. to acquire the company for $60.00 per share.
Airgas’ Board of Directors will review the proposal with its financial and legal advisors. Airgas shareholders are advised to take no action at this time.
The Company noted that in December 2009 Airgas received a cash and stock proposal from Air Products with an implied value of $62 per share, and that in October 2009 Airgas received an all-stock proposal from Air Products with an implied value of $60 per share. Airgas’ Board of Directors, after consultation with its financial and legal advisors, unanimously determined that Air Products’ proposals were not in the best interests of Airgas or its shareholders, as they grossly undervalued Airgas. In responding to the proposal received in December, the Board also noted that a significant portion of the consideration was in the form of Air Products stock, which has historically underperformed Airgas stock. The Airgas Board informed Air Products of its determination, sending the following letter on January 4, 2010 to John McGlade, Air Products’ Chairman, President and Chief Executive Officer:
January 4, 2010 Mr. John E. McGlade Chairman, President, and CEO Air Products and Chemicals, Inc. 7201 Hamilton Boulevard Allentown, PA 18195
Dear John: Our Board of Directors met and thoroughly considered the proposal set forth in your December 17 letter. It is their unanimous view that the Air Products proposal grossly undervalues Airgas. Therefore, the Board is not interested in pursuing your company’s proposal and continues to believe that there is no reason to meet.
Airgas’ management has consistently created long-term shareholder value, as measured by stock price appreciation and total shareholder returns (stock price appreciation plus dividends). - In every cumulative annual period since 2000, measured from the first of each calendar year to Dec 31, 2009, Airgas’ stock price has consistently outperformed Air Products’ with the exception of 2009.
- Airgas’ stock price appreciated 80 percent over the last five years and 415 percent over the last ten years, compared to just 40 percent and 145 percent for Air Products’ shares over the same periods.
- Airgas has achieved total cumulative shareholder returns of 22, 89, and 434 percent over the last three, five, and ten years respectively, versus Air Products’ 23, 56 and 197 percent. From the time of its initial public offering in December 1986, Airgas’ total shareholder return has exceeded 4,400 percent as compared to approximately 1,300 percent for Air Products over the same period.
Airgas’ entrepreneurial culture and customer-centric business model produced operating performance superior to that of Air Products through the last cycle, in expanding and contracting economic conditions. From CY2001 through CY2008, Airgas generated a 24 percent compound annual growth rate in operating income from continuing operations, compared to Air Products’ 8 percent.
Airgas’ associates, with the support of our Board of Directors and shareholders, have built the most valuable independent industrial gas company in the world. We have an outstanding performance record, and strong prospects for organic and acquisition growth in the coming years. Air Products’ unsolicited approach is simply an opportunistic attempt to buy Airgas at a bargain price, exploiting a brief anomaly in the historic comparative equity market performance of our two companies, just as the economy begins its recovery. Recent performance alone is not indicative of what our respective companies are capable of achieving. Under the terms of Air Products’ proposal, our shareholders would sacrifice real value and opportunity, and exchange a dynamic growth stock for one that has significantly underperformed Airgas stock over an extended period of time.
While we agree that the benefits of a letter writing campaign between our two companies have been exhausted, we strongly disagree with many of the assertions in your December 17th letter. In particular, we believe that a combination of our two companies could destroy rather than create value; that you underestimate the seriousness of your advisors’ conflicts; and that your characterization of my one conversation with you is inaccurate and misleading.
Air Products’ proposal grossly undervalues Airgas and its prospects for continued growth and shareholder value creation. Accordingly, our Board of Directors is not interested in pursuing your company’s proposal.
Sincerely yours, /s/ Peter McCausland Chairman and CEO
BofA Merrill Lynch and Goldman, Sachs & Co. are serving as financial advisors, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Airgas.
Air Products Offers to Acquire Airgas for $60.00 Per Share in Cash 2010.02 February 5, 2010 – Air Products has offered to acquire Airgas, Inc. for $60.00 per share in cash, or approximately $7 billion total. The offer was made in a letter to Airgas’ Board of Directors yesterday after the CEOs of the two companies had previously discussed Air Products’ interest in acquiring Airgas and after Air Products had made two written offers, and these offers and Air Products’ requests to discuss them were rejected by Airgas.
At $60.00 per share, the offer provides a 38 percent premium to Airgas shareholders based on yesterday’s closing price of $43.53 and is 18 percent above Airgas’ 52-week high. The total value of the transaction is approximately $7 billion, including $5.1 billion of equity and $1.9 billon of assumed debt. The acquisition is expected to be immediately accretive to Air Products’ earnings per share on both a GAAP and cash basis, excluding expected one-time costs.
Air Products’ offer fully values Airgas’ complementary capabilities and attractive long-term prospects. Headquartered in Pennsylvania, the combined company would be the largest industrial gas company in North America and one of the largest in the world, with distinctive strengths across all geographies and in all three distribution channels: packaged gases, liquid bulk and tonnage. A combination of the two companies would be financially and strategically compelling, with substantial cost synergies of $250 million by the end of year two, and the ability to accelerate growth both domestically and internationally by leveraging Airgas’ extensive US sales force and packaged gases skills on the foundation of Air Products’ global presence and infrastructure.
Air Products is fully committed to pursuing this transaction, and has secured committed financing from J.P. Morgan to complete the offer. Air Products is prepared to make appropriate divestitures to address regulatory issues.
John E. McGlade, Air Products’ Chairman, President and Chief Executive Officer, said, “This is an extremely compelling transaction with undeniable strategic and industrial logic that would benefit shareholders, customers, and employees of both companies. Bringing together these two highly complementary companies would create substantial value. We highly value the talented operating team at Airgas, and believe they would benefit greatly from the expanded opportunities and resources available to them as part of a larger and stronger global US company with significantly greater long-term growth prospects than a stand-alone Airgas. While we are disappointed that Airgas has thus far prevented its shareholders from receiving a substantial premium and immediate liquidity, we have repeatedly communicated to the Airgas Board our willingness to improve our offer to reflect any incremental value they can demonstrate. While it remains our strong desire to reach an agreement with Airgas on a friendly basis, we are fully committed to pursuing this transaction and are prepared to take all necessary steps to complete it, including making an offer directly to Airgas shareholders.”
Air Products’ financial advisor for this transaction is J.P. Morgan Securities Inc. and its legal advisors are Cravath, Swaine & Moore LLP and Arnold & Porter LLP. The management of Air Products will host a conference call and live webcast, Friday, February 5, 2010 at 8:30 a.m. ET to discuss this announcement. The company welcomes all members of the investment community to listen to the call live by dialing (913) 312-0685 and providing the passcode 4248658. The live webcast of the call can be accessed at www.airproducts.com. An audio replay of the call will be available after the call’s conclusion and can be accessed by calling (888) 203-1112 in the US or (719) 457-0820 outside the U.S. and entering the passcode 4248658.
Below is the full text of the most recent letter from Air Products to Airgas: February 4, 2010 Mr. Peter McCausland Chairman, President and CEO Airgas, Inc. 259 North Radnor-Chester Road, Suite 100 Radnor, PA 19087-5283
Dear Peter: As you know, we have been trying for the last four months to engage Airgas in friendly discussions regarding a business combination. We are deeply disappointed that you and your board have rejected out of hand two written offers providing your shareholders substantial premiums. In our prior correspondence, we clearly and repeatedly stated our flexibility as to both value and form of consideration, yet you have continued to refuse even to discuss our offers. Your unwillingness to engage has delayed the ability of your shareholders to receive a substantial premium. We remain committed to completing this transaction, and we have therefore decided to inform your shareholders of our offer to expedite the process.
Air Products is prepared to proceed with a fully financed, all-cash offer for all Airgas shares at $60.00 per share, which reflects a premium of 38 percent to Airgas’ closing price today of $43.53 and 18 percent above its 52-week high. In addition to a substantial premium, Airgas shareholders will benefit from immediate liquidity in an uncertain economic environment through an offer which we believe fully values Airgas’ complementary capabilities and long-term growth prospects.
Bringing together our complementary skills and strengths will create one of the world’s leading integrated industrial gas companies. Combining Air Products’ global leadership in liquid bulk and tonnage gases with Airgas’ leadership in US packaged gases will create the largest industrial gas company in North America and one of the largest globally – a leader with distinctive strengths and world-class competencies across all distribution channels and geographies. While we have a strong and profitable packaged gas business in Europe and other key international markets, we do not have a position in the US packaged gas business where Airgas is the market leader. As part of this uniquely compelling combination, Airgas would be well positioned to achieve higher growth than it could achieve on a stand-alone basis.
We do not believe there are any significant financial or regulatory impediments to your shareholders’ timely realization of this substantial cash premium. We have secured committed financing from J.P. Morgan to complete the offer and are committed to maintaining a robust capital structure. We have also thoroughly considered the regulatory issues related to this combination and are prepared to make appropriate divestitures, none of which we expect to be material.
The strategic and industrial logic of this combination is clear, and we are confident that an Air Products/Airgas combination would create greater value than Airgas or Air Products could each achieve on its own. There are many advantages to consummating this combination now, including:
• The opportunity to improve growth, returns and cash generation. • Substantial cost synergies, which are expected to yield savings of $250 million annually when fully realized, primarily related to reductions in overhead and public company costs, supply chain efficiencies, and better utilization of infrastructure. • The ability to leverage Airgas’ extensive US sales force and packaged gases skills, and to build on the foundation of Air Products’ global presence and infrastructure, to accelerate growth both domestically and internationally. • An integrated platform better able to capture economies of scale from extensive engineering, operations and back office capabilities with a much greater reach and ability to provide better overall customer service. • Air Products’ presence in all of the world’s key industrial gas markets, increased cash flow and greater access to capital would allow Airgas to achieve international expansion far faster and at a much lower cost, while accelerating its growth through acquisitions.
We believe the timing for this combination is ideal. The economy is just beginning to emerge from recession, and together we would be able to take full advantage of the substantial growth potential, economies of scale, and synergies unique to this transaction. You have made clear your international growth aspirations, which will require significant time and expense to build out on your own. Air Products has the global infrastructure in place that would allow you to achieve your goals faster and better. Airgas is also just in the initial stages of implementing SAP, and our demonstrated expertise in this area would greatly reduce the time, expense and disruption associated with this vital rollout.
Bringing our two companies together would also benefit employees, customers and the communities in which we operate. We highly value the talented operating team at Airgas, which would benefit greatly from the expanded opportunities and resources available as part of a larger and stronger global US company headquartered in Pennsylvania – with significantly greater long-term growth prospects than a stand-alone Airgas. Your customers would benefit from a more robust product offering from a company with expanded resources and global scope.
Peter, let me reemphasize as I have in past discussions that Air Products is fully committed to the successful completion of this compelling transaction. Your continuing refusal to engage with us will serve only to further delay your shareholders’ ability to receive a substantial all-cash premium. While we would strongly prefer to proceed through friendly negotiations, you should not doubt our resolve to take the necessary actions to complete this transaction. We would welcome the opportunity to meet with you or with any special committee of your independent directors which has been or will be formed to consider our offer, as well as their independent financial and legal advisors. Finally, we reiterate our willingness to reflect in our offer any incremental value you can demonstrate.
Very truly yours, John E. McGlade Chairman, President and Chief Executive Officer cc: Airgas Board of Directors
Linde to Supply Industrial Gases to Environmental Research Project 2010.02 February 10, 2010 – Linde Gases has agreed to supply cryogenic gases – liquid helium and nitrogen – and other specialty gases, including helium, carbon monoxide, and medical grade oxygen, to an international scientific consortium coordinated by the Jülich Research Centre, Germany. The gases will be used in an important atmospheric research project to assess the effects of climate change on the ozone layer and will be supplied by Linde’s Swedish subsidiary, AGA.
The project, named RECONCILE, will be carried out as a series of ten flight missions between January and March 2010 from the Arena Arctica base, near Kiruna in northern Sweden. The Russian supplied plane used, Geophysica, is capable of reaching altitudes exceeding 20 kilometers. RECONCILE and the subsequent analysis of its research data is being carried out by a consortium of seventeen partners from nine countries, including the Jülich and Karlsruhe Research Centres in Germany, the University of Cambridge in the UK, NASA in the US, the Norwegian Institute for Air Research and the German Aerospace Centre.
Global climate change, which is induced to a large extent by anthropogenic – or human-derived - greenhouse gas emissions, is believed to affect stratospheric chemistry and dynamics, resulting in ozone loss. In turn, changes to the ozone layer can affect change in climate, resulting in a potential spiral of atmospheric damage. The research project will provide insight into how these ozone-climate feedback loops work together and make long-term predictions about ozone and climate change possible. The Geophysica will carry sophisticated scientific instruments, including a helium-cooled telescope and spectrometry system to probe chemical composition and particle properties by measuring infrared emissions. By providing insight into how ozone-climate-feedback-loops work together, long term predictions about ozone and climate change can be generated.
Matheson Tri-Gas, Inc. Signs Exclusive Distribution Deal with RASIRC 2010.02 February 10, 2010 – Matheson Tri-Gas, Inc. (MTG) and RASIRC® (www.rasirc.com) have signed an exclusive agreement in which MTG will distribute RASIRC purification and delivery systems throughout the United States. RASIRC designs and manufactures products for controlled humidification and ultrapure steam generation for critical manufacturing processes.
Agreement on distribution rights for the RASIRC product suite was finalized at a recent meeting between Volker Heilmann, SVP, Strategic Products and Equipment, Matheson Tri-Gas, Inc. and Jeffrey Spiegelman, Founder and President, RASIRC. Matheson Tri-Gas will have exclusive distribution rights for RASIRC products, including the RainMaker® humidification system (RHS) and the RASIRC Steamer in the semiconductor and micro-electronics markets.
“The agreement is expected to significantly raise the profile of RASIRC’s capabilities within the electronics and solar marketplace,” stated Spiegelman.
DataOnline Announces India Representative 2010.02 February 16, 2010 – During the 32nd annual AIIGMA meeting in Bangkok, Thailand, recently, DataOnline announced that they had signed Shell N Tube Pvt. Ltd. (www.Shell-N-Tube.com) to be their representative in India.
AIIGMA, the All India Industrial Gas Manufacturers Association, held its first meeting outside of India in support of a trade agreement between India and Thailand. Over 300 delegates were in attendance representing both industrial gas manufacturers and equipment and service suppliers. Robert Barnacle, DataOnline President, presented a paper on “Telemetry, the remote monitoring of fixed and mobile assets in the industrial gas industry.” DataOnline were invited by their new representative to attend the conference, sharing a booth with them in the exhibition hall.
Louie Lim, DataOnline’s Asia Regional Office manager, commented “Telemetry is not widely used in India and this is a great opportunity for us to introduce our technology and help the local Industrial Gas companies operate their supply chain more efficiently.”
Mr. Munjal Mehta, Shell-N-Tube Director of Sales, commented “As representatives to Chart in India, we had been introduced to DataOnline during the Middle East GasWorld conference. With our experience, complimentary products, and customer base in India, it was an easy decision for both parties to form this relationship. We look forward to promoting and supporting DataOnline’s products and services in India.”
FIBA Awarded Contract for ASME Hydrogen Pack 2010.02 February 16, 2010 – FIBA was awarded a contract to manufacture an ASME hydrogen receiver assembly with 3-zone, automatic cascade controls for installation at the US Department of Energy’s primary laboratory for renewable energy and energy efficiency research and development and deployment.
FIBA’s equipment increases capacity and adds cascade filling capabilities to the on-site, hydrogen filling station. The hydrogen is produced from renewable wind and/or solar energy to fuel light duty vehicles and to provide peak electricity to the grid.
Airgas Board of Directors Rejects Air Products’ Latest Offer 2010.02 February 22, 2010 – Airgas, Inc. today announced that its Board of Directors, after careful consideration with its independent financial and legal advisors, voted unanimously to reject the unsolicited tender offer from Air Products & Chemicals, Inc. (www.airproducts.com) to acquire all outstanding common shares of Airgas at a price of $60.00 per share in cash. The Board unanimously recommends that Airgas stockholders not tender their shares into Air Products’ offer.
The Board noted that the value offered by Air Products is unchanged from the unsolicited proposal Air Products made on February 4, 2010, which the Board thoroughly considered and rejected on February 9, 2010. The basis for the Board’s recommendation with respect to the Air Products tender offer is set forth in Airgas’ Schedule 14D-9 filed today with the Securities and Exchange Commission ("SEC").
Linde Signs AWESCO 2010.02 February 23, 2010 – Linde North America has signed AWESCO of Albany, New York, as a new distributor in its Platinum Partner Program. Linde North America is a member of industrial gases company The Linde Group.
With its corporate headquarters in Albany and a branch location in Kingston, AWESCO, an independent gases distributor, has been selling industrial, medical, and specialty gases in the Capital and Hudson Valley Regions of New York State for 70 years.
AWESCO President and CEO J. David Mahoney said, “As the largest, independent supplier of specialty, medical, and industrial gases and technologies for New York’s Tech Valley, AWESCO is extremely pleased to partner with Linde so we can continue our long tradition of providing cutting-edge products and services to the region’s leading businesses in the medical, scientific, and industrial markets.
“Tech Valley” is so-called because of the high number of technically oriented companies located in this area of New York State – including chemical, pharmaceutical, biomedical and electronic manufacturers, as well as laboratories and universities. Since 1977 Linde has operated an air separation plant in Selkirk, New York, producing and supplying oxygen, nitrogen and argon to these customers.
The Linde Platinum Partner Program is designed to create a true partnership between Linde and independent gas and welding distributors. In addition to Linde supplying AWESCO with gas products, the two companies will work together to develop marketing programs and sales leads, as well as jointly visit customers and prospects in the region.
Linde Calibration Gases Certified by Chinese Bureau 2010.02 February 25, 2010 – Industrial gases company Linde Gases has been granted important GBW certification by the Chinese State Bureau of Quality and Technical Supervision, approving Linde’s production of gas reference materials from its plant in Suzhou, Jiangsu province in eastern China.
GBW is the official Chinese quality standards institute and their accreditation is a requirement for gas production facilities wishing to supply specialty calibration gas mixtures to both domestic and foreign-owned companies operating in China. This requirement is above and beyond any other ISO standards which may have been awarded, including those ISO standards for metrology. The plant will produce Linde’s HiQ® high purity gases as well as HiQ® gas mixtures for the calibration of measurement instrumentation for environmental monitoring purposes, including the detection and control of combustion emissions for power generation, and will enable Linde to better support the growing emphasis being placed by China on tackling its CO2 emissions.
To achieve the GBW certification, Linde made significant investments in plant operations. “Previously customers had limited options when sourcing measurement standards that met both Chinese and international standards. Now they can reliably purchase from a reputable global manufacturer known for its production quality and highest available consistency across its specialty gases ranges,” said Stephen Harrison, Global Head of Specialty Gases and Specialty Equipment, Linde. “We are delighted that the Chinese authorities have formally recognised our efforts by awarding us the GBW certification.”
Airgas to Supply Utilities Service Alliance 2010.02 March 2, 2010 – Airgas, Inc. has signed a supply agreement with Utilities Service Alliance (USA). Based in Overland Park, KS, USA is a non-profit cooperative of 15 electric utilities that operate 17 nuclear power stations across the United States. Airgas will provide 15 USA-member nuclear power plants with industrial gases, specialty gases, liquid dewars, safety products and welding hardgoods. The five-year agreement, with estimated annual sales of $6 million, is part of the Airgas Strategic Accounts program established specifically for multi-location customers who benefit from sole-source supply and supply chain management services.
“The Airgas and USA relationship began just over three years ago with Airgas providing safety products and welding hardgoods to five USA-member nuclear power plants,” said Steve Hope, Airgas Vice President for Energy Markets. “We met their expectations and have now added industrial and specialty gases to the products we provide, and we’ve added 10 additional nuclear utilities. Key to success with USA is efficient supply chain management, effective communication, and accurate, detailed documentation.”
“Airgas has served our locations very well with safety products and welding hardgoods,” said Daniel Dale, USA Manager of Supply Chain. “In fact our member nuclear facility at Palo Verde named Airgas Supplier of the Year last year because of their accuracy in pricing and invoicing, dedication to safety, and their attention to customer service that has created a good relationship of trust and respect for each others’ organizations.”
