UPDATE 3-Air Products says Airgas asking for far too much

Tue Nov 2, 2010 6:29pm EDT

* Airgas says worth at least $78 a share

* $78 a share values Airgas at $6.53 billion

* Air Products says not prepared to pay that much (Recasts with Air Products statement)

NEW YORK, Nov 2 (Reuters) - Industrial gas company Air Products and Chemicals Inc (APD.N) said it would not pay anywhere near the $6.53 billion that rival Airgas Inc (ARG.N) believes it is worth.

Airgas, which is fending off a $5.5 billion hostile bid from Air Products, said on Tuesday its board believes it is worth at least $78 a share, nearly 20 percent more than Air Products' $65.50 a share bid.

Airgas said its board was unanimous in its decision -- including three Air Products-backed directors shareholders elected to Airgas' board in September.

But Air Products said its rival was asking for too much.

"We do not believe $78 per share is a realistic valuation for Airgas, nor is it anywhere near what we are prepared to pay for Airgas on behalf of the Air Products shareholders," Air Products Chairman John McGlade said in a letter to Airgas Chairman John van Roden. "Our valuation metrics demonstrate a value meaningfully below $70 per share."

Still, the companies seemed prepared to meet to discuss a possible deal, despite their differences on valuation. McGlade said in his letter that he believed a meeting of principals would be in the best interests of both companies and indicated he would contact van Roden directly to work out the details.

Van Roden had said in a letter to McGlade that Airgas was prepared to meet to discuss a deal "if there is a reasonable opportunity to obtain an appropriate value for the Airgas shareholders."

If successful in its quest for Airgas, Air Products would become the biggest industrial gas company in North America. Airgas is an attractive target because of its large distribution network and 1,500 sales representatives.

Air Products has been working to take over Airgas since February and has seen the smaller company's stock price surge more than 60 percent since launching its bid.

Airgas had previously indicated that its board believed that the company was worth more than $70 per share.

Air Products said then that it was prepared to negotiate immediately but would not agree to preconditions for such a meeting.

Shares of Airgas hit an all-time high of $71.25 on Tuesday before closing down 57 cents at $70.43. (Reporting by Michael Erman; Editing by Derek Caney, Richard Chang and Carol Bishopric)

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