AIR LIQUIDE ANNOUNCES AGREEMENT TO ACQUIRE AIRGAS
• Air Liquide to acquire U.S.-based Airgas for U.S. $143 per share in cash, or a total enterprise value of $13.4 billion
• Game-changing combination that strengthens Air Liquide’s global leadership with #1 position in North America, complementing its #1 positions in Europe, Africa / Middle East and Asia-Pacific, and provides new opportunities to Airgas customers
• Air Liquide ideally positioned for future growth with a stronger presence in the U.S., the largest industrial gases market in the world
• The transaction is expected to be accretive from year one
• Combined company to deliver greater value, service and innovation to customers in North America and around the world
Paris, France, and Radnor (Pennsylvania), USA – 17 November 2015 – Air Liquide (Euronext Paris: AI), world leader in gases, technologies and services for Industry and Health, and Airgas (NYSE: ARG), one of the leading suppliers of industrial gases and associated products and services in the U.S., today announced an agreement under which Air Liquide will acquire Airgas. Airgas shareholders will receive $143 per share in cash for all outstanding shares of Airgas, representing a total enterprise value of $13.4 billion (€12.5 billion at current exchange rates ) on a fully diluted basis and including the assumption of Airgas debt.
The transaction represents a premium of +50.6% to Airgas’ one month average share price, prior to the announcement of the transaction, and of +20.3% over Airgas’ 52-week high share price.
In the transaction, Airgas will become a wholly-owned subsidiary of Air Liquide.
Benoît Potier, Chairman and CEO of Air Liquide, said, “This combination offers significant benefits for all of our stakeholders due to the highly complementary nature of the two businesses. It also advances Air Liquide’s vision to lead the industry and deliver long-term performance while acting responsibly. This acquisition increases our geographic reach in the resilient U.S. market, and offers continuous growth opportunities. Airgas is the industry leader in U.S. packaged gases with a customer-centric organization and we are confident in our ability to successfully combine operations. Airgas is a unique partner, and together we will continue to advance our strategy based on profitable growth and innovation over the long-term.” He added, “We have the highest respect for Airgas, its organization, its employees and its stakeholders, as well as for what they have achieved over more than 30 years. We look forward to working with their teams as we move to complete the transaction and combine both businesses.”
Peter McCausland, Executive Chairman of Airgas, said, “This transaction is compelling for our shareholders, arising from the persistent execution of our business strategy for more than three decades. Air Liquide’s long-term vision and strong heritage in the U.S. make it the right fit for our valued customers, and the combination creates significant opportunities for the talented employees of both companies. Airgas customers and employees will benefit from Air Liquide’s unrivalled global footprint and strength in technology, innovation and operational efficiency, while Airgas is ready to bring the entrepreneurial culture and packaged gas excellence that have driven our success to date. We are excited about the prospects of integrating these two businesses to create the largest industrial gas company in the world. We look forward to working closely with Air Liquide to complete the transaction and achieve a smooth transition.”
Combining Air Liquide and Airgas will bring together two highly complementary businesses to deliver greater value, service and innovation to customers in North America and around the world. In the U.S., Airgas’ leadership in the packaged gases business and associated products and services and Air Liquide’s strong footprint in complementary activities will increase the scope and competitiveness of the combined companies’ product offering.
This acquisition gives Air Liquide a greater presence in the U.S. market, the largest for industrial gases worldwide, and will ideally position Air Liquide for future growth. In addition, there is potential for further growth using Airgas’ footprint to accelerate the deployment of Air Liquide’s technologies.
The combination builds on Air Liquide’s longstanding track record of successfully operating in the U.S. and will benefit from Airgas’ unmatched national presence and its more than 1 million customers in the U.S., as well as from its leading customer-facing platform including e-commerce and telesales capabilities. The combined entity will be able to better serve customers with the most advanced multi-distribution networks in the U.S. and more competitive product offerings thanks to an integrated upstream-downstream model.
The acquisition will reinforce Air Liquide’s global leadership position, increasing Gas & Services sales by around + 30%. Upon completion of the acquisition, the combined company will be the leader in North America, complementing number one positions in Europe, Africa/Middle East and Asia-Pacific. It will also be number one in Industrial Merchant and Large Industries, and co-number one in Electronics, worldwide.
The combined company will continue to implement an innovation strategy that combines scientific expertise, industry-leading technology and customer insight to bring new products and services to market. It will also improve existing offerings and open new markets, in particular by leveraging digital technologies. In addition, this combination will create new opportunities for employees as part of a leading global organization that is ideally positioned for growth.
Air Liquide’s acquisition of Airgas represents significant value for shareholders of both companies. Upon completion, Airgas shareholders will receive immediate and substantial cash value for their shares.
Air Liquide’s management has a proven track record of executing and integrating acquisitions. The transaction is expected to be accretive from year one. Air Liquide plans to realize more than $300 million of pre-tax cost, efficiency and volume synergies; the majority within two to three years. The company’s objective is to maintain its S&P ‘A-/A’ credit rating. Air Liquide has committed bridge financing for the transaction and intends to refinance through a capital increase in the range of €3 billion to €4 billion, and a combination of U.S. dollar and Euro long-term bonds.
Timing and Conditions
The transaction is subject to Airgas shareholders’ approval, receipt of necessary antitrust and other regulatory approvals and other customary conditions and provisions. The two parties wish to proceed swiftly.
Board Approvals and Process
The transaction has been unanimously approved by each of Airgas’ and Air Liquide’s boards of directors, including Executive Chairman of Airgas Peter McCausland who is a significant shareholder, and an ad hoc committee of the Air Liquide board was established to participate in the process that led to the agreement between Airgas and Air Liquide.
Barclays Bank Plc and BNP Paribas are acting as financial advisors to Air Liquide, and also as underwriters of the bridge financing. Cleary Gottlieb Steen & Hamilton LLP and Bredin Prat are acting as legal advisors to Air Liquide.
Goldman Sachs and Bank of America Merrill Lynch are acting as financial advisors to Airgas and Wachtell, Lipton, Rosen & Katz is acting as legal advisor to Airgas.
View Press Release
Airgas, Inc. (NYSE: ARG), through its subsidiaries, is one of the nation's leading suppliers of industrial, medical and specialty gases, and hardgoods, such as welding equipment and related products. 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.
Airgas was founded in 1982 by Executive Chairman Peter McCausland and became a publicly-traded company in 1986. Through strategic growth initiatives and more than 450 acquisitions, Airgas has become one of the premier industrial gas companies in the U.S., with an unparalleled packaged gas distribution platform. 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.
Michael L. Molinini
President and Chief Executive Officer
Robert M. McLaughlin
Senior Vice President and Chief Financial Officer
Andrew R. Cichocki
Senior Vice President, Airgas, Inc. and President, Airgas USA, LLC
Robert A. Dougherty
Senior Vice President and Chief Information Officer
Leslie J. Graff
Senior Vice President, Corporate Development
Thomas S. Thoman
Senior Vice President, Gases
Ronald J. Stark
Senior Vice President, Sales and Marketing
Nicole L. Kahny
Senior Vice President, Human Resources
Richard J. Worley
Senior Vice President, Distribution Operations
Robert H. Young Jr.
Senior Vice President and General Counsel
Pamela J. Claypool
Division President, North Division
Douglas L. Jones
Division President, West Division
John F. Sheehan
Division President, South Division
Terry L. Lodge
Division President, Central Division
Martin J. Wehner
Division President, Process Gases
Thomas M. Smyth
Vice President, Controller
Board of Directors
Peter McCausland (1)
Age 65, Airgas Director since 1987
John C. van Roden, Jr. (2) (4)
Former Executive Vice President and Chief Financial Officer of P.H. Glatfelter Company
Age 66, Airgas Director since 2006
John P. Clancey (2)
Chairman Emeritus, Maersk Inc.
Age 70, Airgas Director since 2010
James W. Hovey (2) (4)
Former President, The Fox Companies
Age 69, Airgas Director since 1999
Richard C. Ill (1) (3)
Executive Chairman, Triumph Group
Age 72, Airgas Director since 2013.
Ted B. Miller, Jr. (3)
President, 4M Investments, LLC
Age 63, Airgas Director since 2010
Michael L. Molinini (1)
President and Chief Executive Officer, Airgas, Inc.
Age 64, Airgas Director since 2012
Paula A. Sneed (2) (3)
Chairman and Chief Executive Officer of Phelps Prescott Group, LLC
Age 67, Airgas Director since 1999
David M. Stout (1) (3) (4)
Former President, Pharmaceuticals, GlaxoSmithKline
Age 61, Airgas Director since 1999
Lee M. Thomas (1) (3) (4)
Former Chairman, President and Chief Executive Officer, Rayonier, Inc.
Age 71, Airgas Director since 1998
Ellen C. Wolf (2) (4)
Former Senior Vice President and Chief Financial Officer, American Water
Age 61, Airgas Director since 2008
(1) Executive Committee
(2) Audit Committee
(3) Governance and Compensation Committee
(4) Finance Committee
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