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Air Liquide Announces Agreement To Acquire Airgas

The following excerpt is from the company's SEC filing.

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 Liquides 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 18 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, on a fully diluted basis, of $13.4 billion (12.5 billion at current exchange rates

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 Liquides 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.

Calculated as of Monday November 16

, 2015

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 Liquides 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 Liquides 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.

Strategic Rationale

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 Liquides 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 Liquides technologies.

The combination builds on Air Liquides 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 Liquides global leadership position...