Air Products Adopts Stockholder Rights Plan
LEHIGH VALLEY, Pa., July 25, 2013
LEHIGH VALLEY, Pa., July 25, 2013 /PRNewswire/ --Air Products (NYSE: APD)
today announced that its Board of Directors has unanimously adopted a
stockholder rights plan (the "Rights Plan" or "Plan") and declared a dividend
of one right for each outstanding share of Air Products common stock.
Air Products has observed unusual and substantial activity in the Company's
shares. The Board of Directors believes that the Rights Plan will help promote
the fair and equal treatment of all stockholders of the Company in the event
of an accumulation of a substantial block of the Company's shares and ensure
that the Board of Directors remains in the best position to discharge its
fiduciary duties to the Company and its stockholders. The Rights Plan has not
been adopted in response to any specific takeover bid or other proposal to
acquire control of the Company.
Pursuant to the Plan, Air Products is issuing one preferred stock purchase
right for each current share of common stock outstanding at the close of
business on August 5, 2013. Initially, these rights will not be exercisable
and will trade with the shares of Air Products' common stock.
Under the Rights Plan, the rights generally will become exercisable only if a
person or group acquires beneficial ownership of 10 percent (or 20 percent in
the case of institutional investors filing on Schedule 13G, as described in
the Rights Plan) or more of Air Products' common stock in a transaction not
approved by Air Products' Board of Directors. In that situation, each holder
of a right (other than the acquiring person, whose rights will become void and
will not be exercisable) will have the right to purchase, upon payment of the
exercise price, a number of Air Products common shares having a market value
of twice such price. In addition, if Air Products is acquired in a merger or
other business combination after an acquiring person acquires 10 percent (or
20 percent in the case of 13G institutional investors) or more of
AirProducts' common stock, each holder of the right will thereafter have the
right to purchase, upon payment of the exercise price, a number of common
shares of the acquiring person having a market value of twice such price. The
acquiring person will not be entitled to exercise these Rights.
Air Products' Board of Directors may redeem the rights for a nominal amount at
any time before an event that causes the rights to become exercisable. Under
the Plan's terms, it will expire on July 24, 2014.
Additional details about the Rights Plan will be contained in a Form 8-K to be
filed by AirProducts with the U.S. Securities and Exchange Commission.
About Air Products
Air Products (NYSE:APD) provides atmospheric, process and specialty gases;
performance materials; equipment; and technology. For over 70 years, the
company has enabled customers to become more productive, energy efficient and
sustainable. More than 20,000 employees in over 50 countries supply innovative
solutions to the energy, environment and emerging markets. These include
semiconductor materials, refinery hydrogen, coal gasification, natural gas
liquefaction, and advanced coatings and adhesives. In fiscal 2012, Air
Products had sales approaching $10 billion. For more information, visit
Note: This release contains "forward-looking statements" within the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements involve risks and uncertainties that may
individually or mutually impact the matters herein described for a variety of
reasons that are outside the control of the Company, including, but not
limited to, whether the Rights Plan will have its intended effects. Actual
results could differ materially from those discussed above. Important factors
that could affect performance and cause results to differ materially from
management's expectations are described in the Company's Form 10K for its
fiscal year ended September 30, 2012. These forward-looking statements are
based on management's reasonable expectations and assumptions as of the date
of this release. The Company disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking statements
contained in this document to reflect any change in the Company's assumptions,
beliefs or expectations or any change in events, conditions, or circumstances
upon which any such forward-looking statements are based.
SOURCE Air Products
Contact: Media Inquiries: George Noon, tel: (610) 481-1990; e-mail:
email@example.com or Investor Inquiries: Simon Moore, tel: (610) 481-7461;
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