Air Products Issues Statement Regarding Airgas’ Request That Delaware Court Reject Valid By-law Amendment Regardless of Shareholder Vote

on 08 27, 2010

Air Products (NYSE: APD) today issued the following statement in response to a letter submitted today by Airgas (NYSE: ARG) to the Delaware Chancery Court. In the letter, Airgas stated that it intends to seek to invalidate any affirmative decision by a majority of Airgas shareholders to approve adoption of a new by-law at the September 15 Airgas Annual Meeting requiring Airgas to hold its next annual meeting in January 2011, and requests that the Court resolve the issue on an expedited basis should a majority of shareholders vote in favor of the by-law.

“Airgas’ request today for the Delaware Chancery Court to rule against the will of a majority of its shareholders reveals the Airgas Board’s disdain for shareholders’ interests. This request is a tactic to use the Delaware Chancery Court to intimidate shareholders into voting against Air Products’ valid by-law amendment—it is well-settled that the Delaware Chancery Court will make itself available on an expedited basis and will not decide on the validity of by-laws prior to a shareholder vote. Airgas has also made it clear that it intends to use the courts to attempt to circumvent the will of the majority of its shareholders. Air Products agrees that any challenge Airgas may bring against its valid by-law amendment should be decided promptly after the Airgas September 15 Annual Meeting. We are confident that a majority of the Airgas shareholders can determine the date of the next Airgas annual meeting.

“Today’s request by Airgas is simply another in a long line of increasingly desperate tactics adopted by the Airgas Board in an attempt to remain entrenched and thwart Air Products’ premium, all-cash offer for the company. We believe these tactics have recently included private communications to select Airgas shareholders regarding promises of a potential sale or auction of the company at some point well in the future in exchange for voting against Air Products’ January 2011 annual meeting by-law.

“Air Products will promptly issue a full reply to the Delaware Chancery Court regarding Airgas’ latest tactic.

“Air Products urges Airgas’ shareholders to reject these tactics of the Airgas Board and management, and to vote their GOLD proxy card “FOR” the three highly qualified Air Products nominees and “FOR” the by-law amendments at the September 15 Airgas Annual Meeting.”

Air Products (NYSE:APD) serves customers in industrial, energy, technology and healthcare markets worldwide with a unique portfolio of atmospheric gases, process and specialty gases, performance materials, and equipment and services. Founded in 1940, Air Products has built leading positions in key growth markets such as semiconductor materials, refinery hydrogen, home healthcare services, natural gas liquefaction, and advanced coatings and adhesives. The company is recognized for its innovative culture, operational excellence and commitment to safety and the environment. In fiscal 2009, Air Products had revenues of $8.3 billion, operations in over 40 countries, and 18,900 employees around the globe. For more information, visit:
> www.airproducts.com

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