Airgas, Inc.
259 N. Radnor-Chester Road
Suite 100
Radnor, PA 19087-5283
www.airgas.com
AIRGAS News Release
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Exhibit 99.1
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Investor Contact: Media Contact:
Melissa Nigro (610) 902-6206 James Ely (610) 902-6010
melissa.nigro@airgas.com jim.ely@airgas.com
For release: Immediately
AIRGAS COMPLETES ACQUISITION OF BOC'S U.S. PACKAGED GAS BUSINESS
RADNOR, PA - July 30, 2004 -- Airgas, Inc. (NYSE: ARG) today
announced it has completed the acquisition of the U.S. packaged
gas business of The BOC Group, Inc. (NYSE: BOX) for about $175
million cash, plus up to $25 million to be paid on or about
November 15, 2005. About $7 million of the purchase price was
paid by National Welders Supply Company, Inc., a joint venture
between Airgas and the Turner family of Charlotte, NC. The
acquisition was first announced as a letter of intent on January
27, 2004, with an asset purchase agreement announced on April 2,
2004.
"Since announcing this landmark acquisition earlier this year,
teams of people at both Airgas and BOC have worked to make this
transition a smooth one for customers and employees," said Airgas
Chairman and Chief Executive Officer Peter McCausland. "We are
very pleased that the transition has gone extremely well and is
closing on schedule. We welcome more than 1,000 BOC associates,
who I am sure will fit in well and contribute to the Airgas
culture."
The acquisition includes more than 120 retail stores, warehouses,
fill plants and other operations in 21 states involved in
distributing packaged industrial, specialty and medical gases, as
well as welding equipment and supplies. The acquired business
generated approximately $240 million in revenue in BOC's most
recent fiscal year ended September 30, 2003. Approximately 65
percent of the revenues were from gas sales and cylinder rent,
with the remainder from welding hardgoods and supplies.
"This is a strategic opportunity that enhances our strong and
stable platform and adds momentum to our growth initiatives,"
said McCausland. "It adds sites that will help us continue to
grow our core business, branch by branch, especially in key
markets in the Midwest, Northeast, Southeast and Hawaii. It also
enhances our position in two key product lines, specialty and
medical gases."
Airgas previously announced that it 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.
Most of the people and locations are being integrated into 12
existing Airgas regional companies. The acquired operations in
Hawaii will form the newest regional company, Airgas Gaspro. Two
branches in southern Virginia employing about 40 employees have
been sold to National Welders Supply Company, Inc. For more
information on the sites acquired and the new alignments, go to
http://www.airgas.com/documents/pdf/BOCalignedsites.PDF
Airgas will own the assets at the close of business Friday, July
30, 2004 and will begin operating the acquired sites as Airgas on
Saturday, July 31, 2004.
The transaction excludes 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.
In addition to the acquisition, BOC and Airgas signed 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.
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 $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
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 expected earnings per share
accretion from the acquired business; 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 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:
customer acceptance of the transaction; the Company's
ability to successfully integrate the acquired operations
and to retain BOC's personnel; 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, 2004 filed by the Company with
the Securities and Exchange Commission.
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