UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) 11 May 2000
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Air Products and Chemicals, Inc.
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(Exact name of registrant as specified in charter)
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Delaware 1-4534 23-1274455
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(State of other jurisdiction of incorporation) (Commission file number) (IRS Identification number)
7201 Hamilton Boulevard, Allentown, Pennsylvania 18195-1501
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (610) 481-4911
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Item 5. Other Events.
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AIR PRODUCTS DISCUSSES BOC IMPACT
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO JAPAN OR CANADA
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN EXTENSION OF A TENDER OFFER INTO
THE UNITED STATES OF AMERICA FOR ORDINARY SHARES OR ANY OTHER SECURITIES
OF THE BOC GROUP PLC. IT IS INTENDED TO EXTEND THE OFFER, IF AND WHEN MADE,
INTO THE UNITED STATES OF AMERICA IN COMPLIANCE WITH THE PROCEDURAL AND
FILING REQUIREMENTS OF THE EXCHANGE ACT AND THE RULES OF THE SECURITIES AND
EXCHANGE COMMISSION (SEC) THEREUNDER, EXCEPT TO THE EXTENT THAT EXEMPTIVE
RELIEF THEREUNDER IS GRANTED BY THE SEC.
LEHIGH VALLEY, Pa. (May 11, 2000) - Air Products and Chemicals, Inc.
(NYSE:APD) confirmed today that its joint pre-conditional offer with Air
Liquide to purchase The BOC Group will not be extended beyond its scheduled
expiration tomorrow. The offer was conditional on regulatory approval in
four jurisdictions, and had been approved in the European Union, United
Kingdom and Canada. In the U.S., the companies had been in discussions with
the Federal Trade Commission (FTC) for ten months to develop an acceptable
divestiture plan to address competition issues. In recent weeks, the FTC
took a different approach and questioned whether it could approve any
divestiture plan.
"It is very unfortunate that an agreement could not be reached with the
FTC," said Air Products Chairman, H. A. Wagner. "After months of
constructive dialogue, we believed we had developed a detailed divestiture
plan that addressed the competitive issues, and established an agreement
with an `up-front' buyer for most of the divested U.S. assets. However, in
the last few weeks the FTC's position changed and it became clear they
would not approve the acquisition by May 12, 2000 when the offer period was
to expire. We are prepared to continue exploring options with Air Liquide,
BOC, and the FTC to complete the transaction. However, any new
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alternatives must create value for our shareholders and would necessarily
involve a different structure and price."
"Air Products is, and will continue to be, a global leader in gases and
specialty chemicals because of our people," Wagner said. "Our employees
thrive on understanding our customers and finding creative, new ways to
deliver value to them. This opportunity, which our people have
wholeheartedly supported, would have allowed us to accelerate a number of
our business strategies. These strategies remain the same, and I'm
confident our team will continue delivering on them as they did so
successfully in the first half of this year."
Air Products is focused on building leadership positions in the right
markets, products and geographies. The company will continue to expand in
the electronics and chemical processing industries, driving competitive
advantage through leadership positions in high-growth products like
electronic specialty gases and chemicals, and hydrogen/carbon monoxide. The
company remains focused geographically on North America, Europe and Asia,
following market and product strategies directed at improving return on
capital.
As the only industrial gas supplier with a chemical technologies base, Air
Products will focus on leveraging its unique business opportunities with
key customers around the world. "I am confident that our focused strategy
and our unique gas and chemical capability will strengthen shareholder
value," said Wagner.
The financial impact to Air Products of abandoning the BOC transaction will
be approximately $450 million after tax. Charges since March 31 are
approximately $300 million after tax and will be reflected in results for
the third quarter ending June 30. The majority of these charges relate to
currency contracts entered into to hedge Air Products' (pound)3.2 billion
currency exposure.
Air Products and Chemicals, Inc. is an international supplier of industrial
gases and related equipment, and selected chemicals. The company has annual
sales of $5 billion, operations in over 30 countries and 17,000
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employees. Corporate headquarters are in eastern Pennsylvania's Lehigh
Valley, near Allentown.
Forward Looking Statements
The forward-looking statements contained in this release are based on
current expectations regarding important risk factors. Actual results may
differ materially from those expressed. Factors that might cause
forward-looking statements to differ materially from actual results
include, among other things, overall economic and business conditions;
demand for the goods and services of Air Products; competitive factors in
the industries in which it competes; changes in government regulation;
success of implementing cost reduction programs; the timing, impact and
other uncertainties of future acquisitions or combinations within relevant
industries; fluctuations in interest rates and foreign currencies; the
impact of tax and other legislation and regulations in the jurisdictions in
which Air Products and its affiliates operate; and the timing and rate at
which tax credits can be utilized.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Air Products and Chemicals, Inc.
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(Registrant)
Dated: 11 May 2000 By: /s/ Leo J. Daley
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Leo J. Daley
Vice President - Finance
(Chief Financial Officer)
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