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Airgas announces commencement of consent solicitation

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Hydrocarbon Engineering,

Airgas Inc. has announced the commencement of a consent solicitation relating to its outstanding US$325 000 000 1.650% Notes due 2018, US$275 000 000 2.375% Notes due 2020 (the "2020 A Notes"), US$400 000 000 3.050% Notes due 2020 (the "2020 B Notes"), US$250,000,000 2.900% Notes due 2022 (the "2022 Notes"), US$300 000 000 3.650% Notes due 2024 (the "2024 Notes" and, together with the 2018 Notes, the 2020 A Notes, the 2020 B Notes and the 2022 Notes, the "Affected Notes" and, together with any other notes issued from time to time under the Indenture, the "Notes"). As of 26 April 2016, there was US$1 550 000 000 aggregate principal amount of Affected Notes outstanding.

Airgas, L'Air Liquide S.A., and AL Acquisition Corp. (Merger Sub) signed an Agreement and Plan of Merger pursuant to which Merger Sub will be merged with and into Airgas. The Merger is expected to be completed in 2Q16. In connection with the Merger, Airgas is making the consent solicitation at the request and expense of Air Liquide.

The consent solicitation will expire at 5:00 p.m., New York City time, on 9 May 2016, unless terminated or extended by the Company. The consent solicitation is conditioned on the receipt from holders of Affected Notes as of 5:00 p.m., New York City time, on 25 April 25 2016 (the "Record Date") of at least a majority in aggregate principal amount of the outstanding Affected Notes, voting together as a single class. The consent solicitation is also conditioned on customary closing conditions, each of which may be waived by Airgas at any time.

Airgas will, after the Expiration Date and upon (i) the satisfaction or waiver of all terms and conditions to the consent solicitation and (ii) the closing of the Merger, promptly pay to each holder of Affected Notes who has delivered (and not revoked) a valid consent in favor of the proposed amendments prior to the Expiration Date a cash payment of $1.50 for each US$1000 principal amount of Affected Notes in respect of which such consent has been delivered.

If the Merger is completed, Air Liquide may elect to provide an unconditional guarantee of the Company's payment obligations under the indenture dated as of 27 May 2010 between the Company and US. The consent solicitation may be amended, extended, abandoned or terminated at the option of Airgas.

Insofar as a redemption notice with respect to the Company's US$250 000 000 2.950% Notes due 2016 has been issued, such notes will not be affected by the proposed amendments and are therefore excluded from the consent solicitation.

Edited from press release by

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