SEC Company Response from Air Products & Chemicals, Inc. (APD) (CIK 0000002969) (APD) — Jul 9, 2010
Air Products & Chemicals, Inc. (APD) (CIK 0000002969)
Date: July 9, 2010 · CIK: 0000002969 · Accession: 0000950157-10-000933
AI Filing Summary & Sentiment
Reasoning
Letter
Preliminary Proxy Statement on Schedule 14A Filed June 16, 2010 File No. 1-09344 Filed by Air Products Distribution, Inc. and Air Products and Chemicals, Inc.
Dear Ms. Campbell Duru:
On behalf of our clients Air Products and Chemicals, Inc. (“Parent”) and Air Products Distribution, Inc. (“Purchaser”), a wholly owned subsidiary of Parent (together with Parent, “Air Products”), set forth below are the responses of Air Products to certain comments of the staff of the Division of Corporation Finance, Office of Mergers and Acquisitions (the “Staff”), of the Securities and Exchange Commission (the “Commission”) in the letter from you dated as of June 24, 2010 (the “Comment Letter”), regarding the above-referenced filing (the “Preliminary Proxy Statement”).
Air Products has filed an amendment to the Preliminary Proxy Statement in the form attached hereto as Exhibit A (“Amendment No. 1”). This amendment includes revised disclosure to address certain of the Staff’s comments in the Comment Letter.
For your convenience, each comment from the Comment Letter has been reproduced below and is followed by Air Products’ response to such comment. Capitalized terms used but not defined in this letter shall have the meanings specified in the Preliminary Proxy Statement.
PREC 14A
General
1.
Throughout your disclosure, you indicate that a vote for your nominees and proposals will send a strong message to the Airgas Board to constructively engage with Air Products regarding the offer or another business combination. Please revise to clarify whether the nominees and/or Air Products have any additional or alternative plans regarding the offer “and/or another business combination” and if so, disclose the details of such plans. If there are no plans, please revise to clarify this fact.
In response to the Staff’s comment, in Amendment No. 1 Air Products has revised its disclosure to clarify that neither Air Products nor, to Air Products’ knowledge, any of the Air Products Nominees has any plans regarding any additional or alternative plans regarding the offer or another business combination involving Airgas, except as disclosed in the Offer to Purchase. Please see the revised disclosure included on pages 6, 10 and 46 of Amendment No. 1.
Questions and Answers About this Proxy Solicitation, page 11
2.
Please add a question and answer that summarizes the practical effect to shareholders, both positive and negative, resulting from the approval of each of proposals 2-4. For example, revise to highlight the consequence if the CEO and current Chairman, Mr. McCausland is not elected but is reappointed to the Board.
In response to the Staff’s comment, in Amendment No. 1 Air Products has revised its disclosure to add the following question and answer:
“What are the practical effects to Airgas’s stockholders of the approval of Air Products Proposals 2, 3 and 4?
Proposal 2: Amend By-Laws to Implement Director Eligibility Requirements. If the Director Eligibility Proposal is adopted, for the three years following any annual election in which any of the Airgas Board’s nominees are defeated, the defeated nominees (other than Airgas’s CEO) would be ineligible to serve on the Airgas Board. However, if Airgas’s CEO is up for election and is not elected, the Director Eligibility Proposal would permit the CEO to serve on the Airgas Board (but in no case as Chairman) if approved by the majority of Airgas’s independent directors. For example, this means that if Mr. McCausland, Airgas’s current Chairman and CEO, is not elected at the 2010 Annual Meeting, the Airgas Board could create a new directorship and appoint Mr. McCausland to fill that seat immediately after the 2010 Annual Meeting. In such a case, Mr. McCausland would not be permitted to serve as Airgas’s Chairman until the 2013 annual meeting.
These restrictions would apply for the Airgas Board’s nominees at the 2010 Annual Meeting as well as all subsequent annual meetings for so long as the proposed By-Law remains in effect. The proposed By-Law also provides that it can only be amended or repealed with the affirmative vote of the holders of a majority of the voting power of the stock of Airgas.
Air Products believes the Director Eligibility Proposal would be positive for Airgas’s stockholders, since it prevents the Airgas Board from circumventing the vote of the Airgas stockholders and ensures that the vote of the Airgas stockholders will have meaning. The Director Eligibility Proposal would also restrict the Airgas Board’s discretion to appoint directors as it sees fit, including because of changes in circumstances at Airgas or on the Airgas Board in the future. The Director Eligibility Proposal would not, however, restrict the Airgas Board’s ability to consult any former nominee or director as an advisor if deemed appropriate by the board.
Please see “Air Products Proposals” in this proxy statement for further detail on the terms of the Director Eligibility Proposal.
Proposal 3: Amend By-Laws To Require Airgas To Hold Future Annual Meetings In January. If adopted, the January Meeting Proposal would require Airgas to hold its 2011 annual meeting on January 18, 2011 at 10:00 a.m. and to hold all subsequent annual meetings in January for so long as the proposed By-Law is in effect. The proposed By-Law also provides that it can only be amended or repealed with the affirmative vote of the holders of a majority of the voting power of the stock of Airgas.
Advancing the date of the 2011 annual meeting would give Airgas’s stockholders an early opportunity to replace a majority of the existing Airgas Board. Air Products currently intends to nominate a slate of directors for election at the 2011 annual meeting. As a result, if the January Annual Meeting Proposal is adopted, the Air Products Nominees are elected at the 2010 Annual Meeting and Air Products’ nominees are elected at the 2011 annual meeting, directors nominated by Air Products would constitute a majority of the Airgas Board as early as January 2011.
Because of the effects set forth above, Air Products believes that the January Annual Meeting Proposal would be positive for Airgas’s stockholders. However, because the January Annual Meeting Proposal would fix the date of all future annual meetings in January and would be able to be amended or repealed only by the stockholder vote described above, the January Annual Meeting Proposal would restrict the Airgas Board’s ability to change the timing of future annual meetings in its discretion, whether to respond to specific circumstances and events at Airgas in the future or for other reasons. In addition, Airgas’s stockholders should be aware that pursuant to the January Annual Meeting Proposal, the advance notice period for stockholder nominations and other business at the 2011 annual meeting may be 45 to 30 days prior to such meeting (compared to the current period of 90 to 60 days prior to the annual meeting). Under the terms of the January Annual Meeting Proposal, the longer advance notice period of 90 to 60 days prior to the annual meeting would become applicable to all annual meetings after the 2011 annual meeting.
Please see “Air Products Proposals” in this proxy statement for further detail on the terms of the January Annual Meeting Proposal.
Proposal 4: Repeal Of All By-Law Amendments Adopted By The Airgas Board After April 7, 2010. If adopted, the Restoration of the By-Laws Proposal would repeal any new By-Law or amendment to the By-Laws adopted by the Airgas Board without stockholder approval after April 7, 2010 (which is the date of the last publicly disclosed amendment to Airgas’s By-Laws) and prior to or on the date of the adoption of this proposal by the stockholders of Airgas. Air Products is not currently aware of any By-Laws or amendments to the By-Laws adopted by the Airgas Board that would be repealed by the adoption of this proposal. However, it is possible that prior to the date of the 2010 Annual Meeting the Airgas Board will adopt By-Law amendments, including amendments that could impede the election of Air Products’ candidates to Airgas Board or the effectiveness of the other Air Products Proposals, negatively impact Air Products’ ability to solicit and/or obtain proxies from stockholders, undermine the will of the stockholders expressed in those proxies or modify Airgas’s corporate governance regime. Adoption of the Restoration of the By-Laws Proposal would repeal any such By-Laws adopted unilaterally by the Airgas Board. By its terms, the Restoration of the By-Laws Proposal would also result in the repeal of any other By-Laws adopted after April 7, 2010, including By-Laws that may be aligned with the interests of Airgas stockholders, if any.”
3.
You disclose throughout the proxy that each of your nominees has acknowledged that “there is not, and cannot be, any agreement between any of them and Air Products regarding the decisions they make as a director of Airgas...” You also disclose that if your nominees are elected to the nine-person Airgas Board and other proposals are approved, the Airgas Board will be “more likely” to act in the best interests of shareholders. Based on the acknowledgment received from each of the nominees and the fact that such nominees, if elected, would constitute only a minority of the Board, the basis for the conclusion you have asserted is not apparent. Please revise to set forth any assumptions you are making regarding the efficacy of your nominees’ influence on the nine-person Board if elected and any assumptions you are making regarding the future actions of such nominees and Air Products.
In response to the Staff’s comment, in Amendment No. 1 Air Products has revised the ninth paragraph on the cover of the Preliminary Proxy Statement to read as follows (revisions shown below in blacklined form):
“We believe the election of the Air Products Nominees and approval of the other Air Products Proposals will establish an Airgas Board that is more likely to act in your best interests. Your If elected, the Air Products Nominees would serve with Airgas’s other six directors and therefore would not constitute a majority of the Airgas Board. However, because the Air Products Nominees are independent and do not have any prior relationship with Airgas or its founder, Chairman and CEO, Mr. McCausland, we believe they will consider without any bias our Offer and our request that the Airgas Board form a special committee of independent directors to formally consider our Offer, and we believe they will be willing to be outspoken in the boardroom about their views on these issues. We also believe that your vote for the Air Products Nominees and approval of the other Air Products Proposals will send a strong message to the Airgas Board and Airgas’s CEO that Airgas’s stockholders want the board to constructively engage with Air Products regarding the Offer or another business combination with Air Products, and, if the newly elected directors and other members of the Airgas Board deem it appropriate in the exercise of their fiduciary duties, to approve and recommend to the Airgas stockholders the Offer and/ remove the obstacles to the consummation of the Offer. Air Products believes these actions are in the best interests of Airgas’s stockholders. Except as described in the Offer to Purchase, none of Air Products or, to Air Products’ knowledge, any of the Air Products Nominees, currently has any additional or alternative plans regarding the Offer or another business combination with Air Products, and take any other appropriate actions necessary to facilitate its consummation involving Airgas .”
In addition, in Amendment No. 1 Air Products has revised the seventh paragraph under “Other Information-- Participants in the Solicitation” to read as follows (revisions shown below in blacklined form):
“Air Products believes that the election of the Air Products Nominees and the approval of the Air Products Proposals will establish an Airgas Board that is more likely to form a special committee of independent directors to constructively engage with Air Products regarding the Offer or another business combination with Air Products and, should the newly elected directors and other members of the Airgas Board deem it appropriate in the exercise of their fiduciary duties, approve and recommend to the Airgas stockholders the Offer and/or another business combination with Air Products, and take any other appropriate actions necessary to facilitate its consummation. If elected, the Air Products Nominees would serve with Airgas’s other six directors and therefore would not constitute a majority of the Airgas Board. However, because the Air Products Nominees are independent and do not have any prior relationship with Airgas or its founder, Chairman and CEO, Mr. McCausland, we believe they will consider without any bias our Offer and our request that the Airgas Board form a special committee of independent directors, and we believe they will be willing to be outspoken in the boardroom about their views on these issues. We also believe that the election of the Air Products Nominees and approval of the other Air Products Proposals will send a strong message to the Airgas Board and Airgas’s CEO that Airgas’s stockholders want the board to constructively engage with Air Products and to remove the obstacles to the consummation of the Offer. Except as described in the Offer to Purchase, none of Air Products or, to Air Products’ knowledge, any of the Air Products Nominees, currently has any additional or alternative plans regarding the Offer or another business combination involving Airgas. ”
4.
Each time you assert your belief regarding the necessity and appropriateness of an independent committee to evaluate the offer given the alleged influence of Mr. McCausland on the Airgas Board, please also clarify that the issue of whether an independent committee is needed is an issue currently pending before the Court of Chancery of the State of Delaware and has not yet been adjudicated.
In response to the Staff’s comment, in Amendment No. 1 Air Products has added the following sentence to the fourth paragraph under “Reasons to Vote for the Air Products Proposals” in the Preliminary Proxy Statement:
“The question of whether a special committee of independent directors of the Airgas Board is needed is an issue currently pending before the Court of Chancery of the State of Delaware and has not yet been adjudicated.”
5.
Please refer to our comment above and also supplement your disclosure to also disclose that Mr. McCausland is one out of nine board members of Airgas who has been considering the offer.
In response to the Staff’s comment, in Amendment No. 1 Air Products has revised the fifth sentence of the fourth paragraph under “Reasons to Vote for the Air Products Proposals” in the Preliminary Proxy Statement to read as follows (revisions shown below in blacklined form):
“Air Products also believes that even though Mr. McCausland is one out of nine Airgas directors who have been considering the Offer, he has significant influence in the Airgas boardroom.”
6.
Please characterize each statement or assertion of opinion or belief as such, and ensure that a reasonable basis for each opinion or belief exists. Support for each statement or assertion of opinion or belief must be self-evident, disclosed in the proxy materials, or provided to the staff on a supplemental basis. Provide us with support for the statements you make with respect to the following:
·
the assertion predicting that the current board “will not act, in [the] best interest [of shareholders ...]” in the letter to shareholders (emphasis added);
In response to the Staff’s comment, in Amendment No. 1 Air Products ha
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CORRESP
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(212) 474-1912
July 9, 2010
Airgas, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed June 16, 2010
File No. 1-09344
Filed by Air Products Distribution, Inc. and Air Products and Chemicals, Inc.
Dear Ms. Campbell Duru:
On behalf of our clients Air Products and Chemicals, Inc. (“Parent”) and Air Products Distribution, Inc. (“Purchaser”), a wholly owned subsidiary of Parent (together with Parent, “Air Products”), set forth below are the responses of Air Products to certain comments of the staff of the Division of Corporation Finance, Office of Mergers and Acquisitions (the “Staff”), of the Securities and Exchange Commission (the “Commission”) in the letter from you dated as of June 24, 2010 (the “Comment Letter”), regarding the above-referenced filing (the “Preliminary Proxy Statement”).
Air Products has filed an amendment to the Preliminary Proxy Statement in the form attached hereto as Exhibit A (“Amendment No. 1”). This amendment includes revised disclosure to address certain of the Staff’s comments in the Comment Letter.
For your convenience, each comment from the Comment Letter has been reproduced below and is followed by Air Products’ response to such comment. Capitalized terms used but not defined in this letter shall have the meanings specified in the Preliminary Proxy Statement.
PREC 14A
General
1.
Throughout your disclosure, you indicate that a vote for your nominees and proposals will send a strong message to the Airgas Board to constructively engage with Air Products regarding the offer or another business combination. Please revise to clarify whether the nominees and/or Air Products have any additional or alternative plans regarding the offer “and/or another business combination” and if so, disclose the details of such plans. If there are no plans, please revise to clarify this fact.
In response to the Staff’s comment, in Amendment No. 1 Air Products has revised its disclosure to clarify that neither Air Products nor, to Air Products’ knowledge, any of the Air Products Nominees has any plans regarding any additional or alternative plans regarding the offer or another business combination involving Airgas, except as disclosed in the Offer to Purchase. Please see the revised disclosure included on pages 6, 10 and 46 of Amendment No. 1.
Questions and Answers About this Proxy Solicitation, page 11
2.
Please add a question and answer that summarizes the practical effect to shareholders, both positive and negative, resulting from the approval of each of proposals 2-4. For example, revise to highlight the consequence if the CEO and current Chairman, Mr. McCausland is not elected but is reappointed to the Board.
In response to the Staff’s comment, in Amendment No. 1 Air Products has revised its disclosure to add the following question and answer:
“What are the practical effects to Airgas’s stockholders of the approval of Air Products Proposals 2, 3 and 4?
Proposal 2: Amend By-Laws to Implement Director Eligibility Requirements. If the Director Eligibility Proposal is adopted, for the three years following any annual election in which any of the Airgas Board’s nominees are defeated, the defeated nominees (other than Airgas’s CEO) would be ineligible to serve on the Airgas Board. However, if Airgas’s CEO is up for election and is not elected, the Director Eligibility Proposal would permit the CEO to serve on the Airgas Board (but in no case as Chairman) if approved by the majority of Airgas’s independent directors. For example, this means that if Mr. McCausland, Airgas’s current Chairman and CEO, is not elected at the 2010 Annual Meeting, the Airgas Board could create a new directorship and appoint Mr. McCausland to fill that seat immediately after the 2010 Annual Meeting. In such a case, Mr. McCausland would not be permitted to serve as Airgas’s Chairman until the 2013 annual meeting.
These restrictions would apply for the Airgas Board’s nominees at the 2010 Annual Meeting as well as all subsequent annual meetings for so long as the proposed By-Law remains in effect. The proposed By-Law also provides that it can only be amended or repealed with the affirmative vote of the holders of a majority of the voting power of the stock of Airgas.
Air Products believes the Director Eligibility Proposal would be positive for Airgas’s stockholders, since it prevents the Airgas Board from circumventing the vote of the Airgas stockholders and ensures that the vote of the Airgas stockholders will have meaning. The Director Eligibility Proposal would also restrict the Airgas Board’s discretion to appoint directors as it sees fit, including because of changes in circumstances at Airgas or on the Airgas Board in the future. The Director Eligibility Proposal would not, however, restrict the Airgas Board’s ability to consult any former nominee or director as an advisor if deemed appropriate by the board.
Please see “Air Products Proposals” in this proxy statement for further detail on the terms of the Director Eligibility Proposal.
Proposal 3: Amend By-Laws To Require Airgas To Hold Future Annual Meetings In January. If adopted, the January Meeting Proposal would require Airgas to hold its 2011 annual meeting on January 18, 2011 at 10:00 a.m. and to hold all subsequent annual meetings in January for so long as the proposed By-Law is in effect. The proposed By-Law also provides that it can only be amended or repealed with the affirmative vote of the holders of a majority of the voting power of the stock of Airgas.
Advancing the date of the 2011 annual meeting would give Airgas’s stockholders an early opportunity to replace a majority of the existing Airgas Board. Air Products currently intends to nominate a slate of directors for election at the 2011 annual meeting. As a result, if the January Annual Meeting Proposal is adopted, the Air Products Nominees are elected at the 2010 Annual Meeting and Air Products’ nominees are elected at the 2011 annual meeting, directors nominated by Air Products would constitute a majority of the Airgas Board as early as January 2011.
Because of the effects set forth above, Air Products believes that the January Annual Meeting Proposal would be positive for Airgas’s stockholders. However, because the January Annual Meeting Proposal would fix the date of all future annual meetings in January and would be able to be amended or repealed only by the stockholder vote described above, the January Annual Meeting Proposal would restrict the Airgas Board’s ability to change the timing of future annual meetings in its discretion, whether to respond to specific circumstances and events at Airgas in the future or for other reasons. In addition, Airgas’s stockholders should be aware that pursuant to the January Annual Meeting Proposal, the advance notice period for stockholder nominations and other business at the 2011 annual meeting may be 45 to 30 days prior to such meeting (compared to the current period of 90 to 60 days prior to the annual meeting). Under the terms of the January Annual Meeting Proposal, the longer advance notice period of 90 to 60 days prior to the annual meeting would become applicable to all annual meetings after the 2011 annual meeting.
Please see “Air Products Proposals” in this proxy statement for further detail on the terms of the January Annual Meeting Proposal.
Proposal 4: Repeal Of All By-Law Amendments Adopted By The Airgas Board After April 7, 2010. If adopted, the Restoration of the By-Laws Proposal would repeal any new By-Law or amendment to the By-Laws adopted by the Airgas Board without stockholder approval after April 7, 2010 (which is the date of the last publicly disclosed amendment to Airgas’s By-Laws) and prior to or on the date of the adoption of this proposal by the stockholders of Airgas. Air Products is not currently aware of any By-Laws or amendments to the By-Laws adopted by the Airgas Board that would be repealed by the adoption of this proposal. However, it is possible that prior to the date of the 2010 Annual Meeting the Airgas Board will adopt By-Law amendments, including amendments that could impede the election of Air Products’ candidates to Airgas Board or the effectiveness of the other Air Products Proposals, negatively impact Air Products’ ability to solicit and/or obtain proxies from stockholders, undermine the will of the stockholders expressed in those proxies or modify Airgas’s corporate governance regime. Adoption of the Restoration of the By-Laws Proposal would repeal any such By-Laws adopted unilaterally by the Airgas Board. By its terms, the Restoration of the By-Laws Proposal would also result in the repeal of any other By-Laws adopted after April 7, 2010, including By-Laws that may be aligned with the interests of Airgas stockholders, if any.”
3.
You disclose throughout the proxy that each of your nominees has acknowledged that “there is not, and cannot be, any agreement between any of them and Air Products regarding the decisions they make as a director of Airgas...” You also disclose that if your nominees are elected to the nine-person Airgas Board and other proposals are approved, the Airgas Board will be “more likely” to act in the best interests of shareholders. Based on the acknowledgment received from each of the nominees and the fact that such nominees, if elected, would constitute only a minority of the Board, the basis for the conclusion you have asserted is not apparent. Please revise to set forth any assumptions you are making regarding the efficacy of your nominees’ influence on the nine-person Board if elected and any assumptions you are making regarding the future actions of such nominees and Air Products.
In response to the Staff’s comment, in Amendment No. 1 Air Products has revised the ninth paragraph on the cover of the Preliminary Proxy Statement to read as follows (revisions shown below in blacklined form):
“We believe the election of the Air Products Nominees and approval of the other Air Products Proposals will establish an Airgas Board that is more likely to act in your best interests. Your If elected, the Air Products Nominees would serve with Airgas’s other six directors and therefore would not constitute a majority of the Airgas Board. However, because the Air Products Nominees are independent and do not have any prior relationship with Airgas or its founder, Chairman and CEO, Mr. McCausland, we believe they will consider without any bias our Offer and our request that the Airgas Board form a special committee of independent directors to formally consider our Offer, and we believe they will be willing to be outspoken in the boardroom about their views on these issues. We also believe that your vote for the Air Products Nominees and approval of the other Air Products Proposals will send a strong message to the Airgas Board and Airgas’s CEO that Airgas’s stockholders want the board to constructively engage with Air Products regarding the Offer or another business combination with Air Products, and, if the newly elected directors and other members of the Airgas Board deem it appropriate in the exercise of their fiduciary duties, to approve and recommend to the Airgas stockholders the Offer and/ remove the obstacles to the consummation of the Offer. Air Products believes these actions are in the best interests of Airgas’s stockholders. Except as described in the Offer to Purchase, none of Air Products or, to Air Products’ knowledge, any of the Air Products Nominees, currently has any additional or alternative plans regarding the Offer or another business combination with Air Products, and take any other appropriate actions necessary to facilitate its consummation involving Airgas .”
In addition, in Amendment No. 1 Air Products has revised the seventh paragraph under “Other Information-- Participants in the Solicitation” to read as follows (revisions shown below in blacklined form):
“Air Products believes that the election of the Air Products Nominees and the approval of the Air Products Proposals will establish an Airgas Board that is more likely to form a special committee of independent directors to constructively engage with Air Products regarding the Offer or another business combination with Air Products and, should the newly elected directors and other members of the Airgas Board deem it appropriate in the exercise of their fiduciary duties, approve and recommend to the Airgas stockholders the Offer and/or another business combination with Air Products, and take any other appropriate actions necessary to facilitate its consummation. If elected, the Air Products Nominees would serve with Airgas’s other six directors and therefore would not constitute a majority of the Airgas Board. However, because the Air Products Nominees are independent and do not have any prior relationship with Airgas or its founder, Chairman and CEO, Mr. McCausland, we believe they will consider without any bias our Offer and our request that the Airgas Board form a special committee of independent directors, and we believe they will be willing to be outspoken in the boardroom about their views on these issues. We also believe that the election of the Air Products Nominees and approval of the other Air Products Proposals will send a strong message to the Airgas Board and Airgas’s CEO that Airgas’s stockholders want the board to constructively engage with Air Products and to remove the obstacles to the consummation of the Offer. Except as described in the Offer to Purchase, none of Air Products or, to Air Products’ knowledge, any of the Air Products Nominees, currently has any additional or alternative plans regarding the Offer or another business combination involving Airgas. ”
4.
Each time you assert your belief regarding the necessity and appropriateness of an independent committee to evaluate the offer given the alleged influence of Mr. McCausland on the Airgas Board, please also clarify that the issue of whether an independent committee is needed is an issue currently pending before the Court of Chancery of the State of Delaware and has not yet been adjudicated.
In response to the Staff’s comment, in Amendment No. 1 Air Products has added the following sentence to the fourth paragraph under “Reasons to Vote for the Air Products Proposals” in the Preliminary Proxy Statement:
“The question of whether a special committee of independent directors of the Airgas Board is needed is an issue currently pending before the Court of Chancery of the State of Delaware and has not yet been adjudicated.”
5.
Please refer to our comment above and also supplement your disclosure to also disclose that Mr. McCausland is one out of nine board members of Airgas who has been considering the offer.
In response to the Staff’s comment, in Amendment No. 1 Air Products has revised the fifth sentence of the fourth paragraph under “Reasons to Vote for the Air Products Proposals” in the Preliminary Proxy Statement to read as follows (revisions shown below in blacklined form):
“Air Products also believes that even though Mr. McCausland is one out of nine Airgas directors who have been considering the Offer, he has significant influence in the Airgas boardroom.”
6.
Please characterize each statement or assertion of opinion or belief as such, and ensure that a reasonable basis for each opinion or belief exists. Support for each statement or assertion of opinion or belief must be self-evident, disclosed in the proxy materials, or provided to the staff on a supplemental basis. Provide us with support for the statements you make with respect to the following:
·
the assertion predicting that the current board “will not act, in [the] best interest [of shareholders ...]” in the letter to shareholders (emphasis added);
In response to the Staff’s comment, in Amendment No. 1 Air Products ha