Actionable news
0
All posts from Actionable news
Actionable news in ARG: AIRGAS Inc,

Entry into a Material Definitive Agreement

Merger Agreement

On November17, 2015, Airgas, Inc. (the Company) entered into an Agreement and Plan of Merger (the Merger Agreement) with LAir Liquide, S.A., a

socit anonyme

organized under the laws of France (Air Liquide) and AL Acquisition Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Air Liquide (Merger Sub).

The Merger Agreement provides that, among other things and subject to the terms and conditions thereof, Merger Sub will be merged with and into the Company (the Merger) with the Company continuing as the surviving corporation in the Merger, and, at the effective time of the Merger (the Effective Time), each outstanding share of common stock of the Company, par value $0.01 (Common Stock) (other than shares owned by the Comp any or any of its subsidiaries or Air Liquide or any of its subsidiaries (including Merger Sub), which shall be cancelled, and any Dissenting Shares (as defined in the Merger Agreement)), will automatically be converted into the right to receive $143.00 in cash (the Merger Consideration).

As of the Effective Time, each Company Option (as defined in the Merger Agreement) that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall be cancelled by virtue of the Merger and without any action on the part of the holder thereof, in consideration for the right to receive a cash payment equal to the product of (1)the number of shares of Common Stock subject to such Company Option as of the Effective Time and (2)the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock subject to such Company Option as of the Effective Time. As of the Effective Time, notional investments in Common Stock under a Company Deferred Compensation Plans (as defined in the Merger Agreement) shall be converted into notional investments in cash based on a price per share of Common Stock equal to the Merger Consideration, and such notional cash shall be deemed reinvested in other available investment funds under the applicable Company Deferred Compensation Plan.

The Board of Directors of the Company has unanimously (1)determined that the Merger Agreement and the Merger are advisable and in the best interests of the Company and its stockholders, (2)approved the execution, delivery and performance of the Merger Agreement and (3)resolved to recommend adoption of the Merger Agreement by the stockholders of the Company, who will be asked to vote on the adoption of the Merger Agreement at a special stockholders meeting that will be held on a date to be announced.

The closing of the Merger is subject to customary closing conditions including (1)the adoption of the Merger Agreement by the affirmative vote of the holders of at least a majority of all outstanding shares of Common Stock, (2)the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (3)approval by the Committee on Foreign Investment in the United States. Consummation of the Merger is not subject to a financing condition.

The Company has made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants (1)to conduct its business in the ordinary course during the period between the execution of the Merger Agreement and the Effective Time, (2)not to engage in certain types of transactions during this period unless agreed to in writing by Air Liquide, (3)to convene and hold a meeting of its stockholders for the purpose of obtaining the stockholder approval and (4)subject to certain exceptions, not to withhold, withdraw or modify in a manner adverse to Air Liquide the recommendation of the Board that the Companys stockholders approve the adoption of the Merger Agreement.

The Merger Agreement contains customary non-solicitation restrictions prohibiting the Company, its subsidiaries, and its and their respective representatives from soliciting alternative acquisition proposals from third parties or providing information to or participating in discussions or negotiations with third parties regarding alternative acquisition proposals, subject to customary exceptions relating to proposals that would reasonably be expected to lead to a superior proposal (as described in the Merger Agreement).

The Merger Agreement contains certain termination rights and provides that, upon termination of the Merger Agreement by the Company or Air Liquide upon specified conditions, including a change in recommendation of the board of directors of the Company or termination of the Merger Agreement by the Company to enter into a definitive agreement for a Company Superior Proposal (as defined in the Merger Agreement), the Company will be required to pay Air Liquide a termination fee of $400,000,000.00. Upon termination of the Merger Agreement by the Company or Air Liquide under specified conditions relating to the failure to receive antitrust clearances, Air Liquide will be required to pay the Company a termination fee of $400,000,000.00. In addition, subject to certain exceptions and limitations, either party may terminate the Merger Agreement if the Merger is not consummated by 5:00 p.m. Eastern Time on August17, 2016...


More