Airgas today announced that proxy advisory firms Proxy Governance and Egan-Jones Proxy Services, in addition to institutional shareholder services (ISS) and Glass Lewis, recommend that Airgas stockholders vote against Air Products' proposal to amend the company's by-laws to require a January 2011 meeting of stockholders.

Proxy Governance and Egan-Jones also recommend that Airgas stockholders vote against Air Products' other by-law amendment proposals. In addition, Proxy Governance, Egan-Jones,1 and Glass Lewis recommend that stockholders vote the white proxy card for the election of Airgas' highly qualified director nominees.

Peter McCausland, chairman and chief executive officer of Airgas, said, "With all four leading proxy advisory firms recommending against Air Products' proposal, we believe it is clear that Air Products' effort to force a stockholder meeting in January, coupled with its threat to terminate its offer, is simply a heavy-handed attempt to steal Airgas by not offering full and fair value to our stockholders.

Accordingly, the board reiterates its recommendation that Airgas stockholders vote the white proxy card for Airgas' three experienced and highly qualified directors and against Air Products' by-law amendment proposals."

In its Sept. 9 report, Proxy Governance stated that "By all accounts, Airgas is a good long-term stock with significant growth potential, and we do not believe that the board's actions in resisting a low-ball offer have put this long-term value at risk,"* and concluded that:

"We support the election of management's nominees to the board. We believe that this board had demonstrated its commitment to increasing shareholder value and that it has been active and engaged in the process of considering the Air Products offer and in the larger process of understanding the industry and overseeing the company's strategy for growth."*

The Sept. 9 Egan Jones report noted that, "The board of Airgas is exceptionally well-qualified and has produced a strong, lengthy track record of building shareholder value,"* and, with respect to Air Products' January meeting proposal, stated:

"Noting 1) the binding commitment made by Airgas to call a special meeting on June 21 if this proposal does not receive support from a majority of the votes represented and entitled to vote at the September 2010 annual meeting, 2) that this should provide Airgas stockholders the ability to determine control of the board by June 2010, and 3) that advancing the next annual meeting by nine months would unwisely strengthen Air Products' hand in any future negotiations, we recommend a vote against this Proposal on the white proxy card provided by the management."*

Regarding Air Products' proposal to hold a stockholder meeting in January 2011, ISS stated in its Sept. 8 report that "this proposal cedes significant control of the negotiation process to the bidder...As the current bid remains below a fair and full price, we do not recommend shareholders support the proposal."*

Finally, reflecting on the significant value created by Airgas' current board of directors, Glass Lewis noted in its Sept. 7 report:

"Airgas shareholders should support the incumbent directors on the basis of their solid track record of shareholder value creation and the rigorous analysis of the industry recovery and the company's future prospects. We do note that Airgas appears willing to talk with Air Products as long as it comes to the table with an [sic] reasonable consideration."*

Airgas reiterated that its board of directors has made a binding commitment to call a special meeting of stockholders on June 21, 2011, if Air Products' January meeting proposal does not receive support from a majority of the votes represented and entitled to vote at the September 2010 annual meeting. This special meeting would provide Airgas stockholders the ability to determine control of the board by June.

The Airgas board remains unanimous in its belief that $65.50 per share is grossly inadequate and that the Air Products' nominees were chosen for one purpose: to facilitate an Air Products takeover of Airgas at a low-ball price. The board continues to recommend that Airgas stockholders vote for the election of Airgas' highly qualified director nominees - W. Thacher Brown, Richard C. Ill and Peter McCausland - and reject the Air Products nominees.

Airgas stockholders are reminded that they have the opportunity to protect their investment, even if they will not be attending the annual meeting, by promptly voting the white proxy card. Airgas urges stockholders to vote by telephone, by internet, or by signing, dating and returning the white proxy card today. Airgas urges stockholders to discard all gold proxy cards sent by Air Products. Stockholders of record as of the close of business on July 19, 2010, are entitled to vote at the Airgas annual meeting of stockholders, which is scheduled for Sept. 15.