EXHIBIT 99.1
Airgas, Inc.
259 N. Radnor-Chester Road
Suite 100
Radnor, PA 19087-5283
www.airgas.com
AIRGAS News Release
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Investor Contact: Media Contact:
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Melissa Nigro (610) 902-6206 James Ely (610) 902-6010
melissa.nigro@airgas.com jim.ely@airgas.com
FOR RELEASE: IMMEDIATELY
AIRGAS AGREES TO ACQUIRE BOC'S U.S. PACKAGED GAS BUSINESS
RADNOR, PA - April 2, 2004 -- Airgas, Inc. (NYSE: ARG) today
announced it has signed a definitive asset purchase agreement to
acquire most of the U.S. packaged gas business of The BOC Group,
Inc. (NYSE: BOX) in a transaction valued up to $200 million.
The companies first announced a letter of intent on January 27,
2004 and the FTC has since completed its regulatory review. The
transaction, which is subject to customary closing conditions, is
expected to close on or about July 31, 2004.
The acquisition will include about 120 locations in 21 states,
including retail stores, warehouses, fill plants and other
operations involved in distributing packaged industrial,
specialty and medical gases, as well as welding equipment and
supplies sold through BOC's stores and distributors.
Airgas intends to offer employment to more than 1,000 employees
aligned with the operations, which generated about $240 million
in revenues in fiscal 2003. Approximately 65 percent of the
revenues were from gas sales and cylinder rent, with the
remainder from welding hardgoods and supplies.
The transaction will exclude packaged electronic gases, helium
and hydrogen delivered in tube trailer or in liquid form, and
bulk gases, including bulk medical and bulk gases supplied to
BOC's distributors. The transaction also will not affect BOC's
merchant liquid and tonnage/on-site business in North America and
its packaged gases businesses in other parts of the world.
"This is a strategic opportunity in our core business that will
improve our market position in the Midwest, Northeast and
Southeast portions of the United States, and add our first
presence in Hawaii," said Airgas Chairman and CEO Peter
McCausland. "These added sites will help us grow our core
business, branch by branch, through a strong regional company
network. The transaction also strengthens our position in two
key growth areas, specialty and medical gases."
In addition to the planned acquisition, the companies will sign
reciprocal long-term supply agreements. Airgas will become the
supplier for a substantial portion of BOC's resale packaged gas
needs. BOC will supply liquid bulk gases to support the
operations it is selling to Airgas.
Most of the acquired operations and related personnel will be
integrated within Airgas' regional company structure. All of
BOC's Hawaiian operations will become an additional Airgas
regional company. Operations in North Carolina and southern
Virginia employing about 40 employees, will be sold to National
Welders Supply Company, Inc., a joint venture between Airgas and
the Turner family of Charlotte, NC. For more information on the
sites to be acquired and future alignment, go to
http://www.airgas.com/documents/pdf/BOCalignedsites.PDF
"Airgas has a proven track record of successfully integrating
both large and small acquisitions and we are confident in our
ability to execute this transaction. Since completing the Air
Products acquisition two years ago, we have announced nine add-on
transactions. We also have paid down the majority of this
acquisition debt. We are well positioned financially and able to
finance this acquisition entirely with senior debt," said
McCausland.
The Company expects the acquired business to be $0.02-$0.04
accretive to EPS in the first 12 months, with up to $0.02 per
share toward the end of FY05 and the balance in early FY06. A
slide presentation with additional details regarding this
transaction is available at http://www.shareholder.com/arg/slides.cfm.
ABOUT AIRGAS, INC.
Airgas, Inc. (NYSE: ARG) is the largest U.S. distributor of
industrial, medical and specialty gases, welding, safety and
related products. Its integrated network of nearly 800 locations
includes branches, retail stores, gas fill plants, specialty gas
labs, production facilities and distribution centers. Airgas
also distributes its products and services through eBusiness,
catalog and telesales channels. Its national scale and strong
local presence offer a competitive edge to its diversified
customer base. For more information, please visit
www.airgas.com.
ABOUT BOC
The BOC Group (NYSE: BOX), the worldwide industrial gases, vacuum
technologies and distribution services company, serves two
million customers in more than 50 countries. It employs 44,500
people and had annual sales of over GBP4.3 billion (more than US
$7 billion) in 2003. Further information about The BOC Group may
be obtained on the Internet at http://www.boc.com.
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FORWARD LOOKING STATEMENTS
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This press release may contain statements that are forward
looking, as that term is defined by the Private Securities
Litigation Reform Act of 1995 or by the Securities and
Exchange Commission in its rules, regulations and releases.
These statements include, but are not limited to,
statements regarding: the Company's agreement to purchase
the majority of BOC's U.S. packaged gas business, which is
subject to customary closing conditions; the expectation
that the transaction will close on July 31, 2004; the
components of the business and the revenues to be acquired;
the operations being a strategic fit with the Company's
core business that will improve the Company's market
position; the added sites helping to grow the Company's
core business; the transaction strengthening the Company's
position in specialty and medical gases; the benefits of
the reciprocal long-term supply agreements; the Company's
confidence in its ability to execute and successfully
integrate the transaction; the Company's ability to finance
the acquisition with senior debt; and the expected earnings
per share accretion. The Company intends that such forward-
looking statements be subject to the safe harbors created
thereby. All forward-looking statements are based on
current expectations regarding important risk factors and
should not be regarded as a representation by the Company
or any other person that the results expressed therein will
be achieved. Important factors that could cause actual
results to differ materially from those contained in any
forward-looking statement include: the failure by either
party to meet the customary closing conditions; customer
acceptance of the transaction; the Company's ability to
successfully integrate the acquired operations and to
retain BOC's personnel; the ability of the Company and BOC
to satisfy their obligations under the supply agreements;
an economic downturn; increased industry competition;
political and economic uncertainties associated with
current world events; and other factors described in the
Company's reports, including Form 10-K dated March 31, 2003
and Form 10-Q dated December 31, 2003, filed by the Company
with the Securities and Exchange Commission.
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