APPENDIX ATender Offer Document
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(Including the Associated Preferred Stock Purchase Rights)
of
Airgas, Inc.
at
$60.00 Net per Share
by
Air Products Distribution, Inc.
A Wholly Owned Subsidiary of
Air Products and Chemicals, Inc.
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, APRIL 9, 2010, UNLESS THE OFFER IS EXTENDED.
AIR PRODUCTS DISTRIBUTION, INC., A DELAWARE CORPORATION (THE “PURCHASER”) WHICH IS A WHOLLY OWNED SUBSIDIARY OF AIR PRODUCTS AND CHEMICALS, INC., A DELAWARE CORPORATION (“AIR PRODUCTS”), IS OFFERING TO PURCHASE ALL OUTSTANDING SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE (TOGETHER WITH THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS, THE “SHARES”), OF AIRGAS, INC. (“AIRGAS”) THAT ARE NOT ALREADY OWNED BY AIR PRODUCTS AND ITS SUBSIDIARIES AT A PRICE OF $60.00 PER SHARE, NET TO THE SELLER IN CASH, WITHOUT INTEREST AND LESS ANY REQUIRED WITHHOLDING TAXES, UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL THAT ACCOMPANIES THIS OFFER TO PURCHASE (THE “LETTER OF TRANSMITTAL”).
THE OFFER (AS DEFINED IN THE OFFER TO PURCHASE) IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN BEFORE THE EXPIRATION OF THE OFFER A NUMBER OF SHARES WHICH, TOGETHER WITH THE SHARES THEN OWNED BY AIR PRODUCTS AND ITS SUBSIDIARIES (INCLUDING THE PURCHASER), REPRESENTS ...
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