Air Products (APD) Board Approves Versum (VSM) Spin

September 9, 2016 10:43 AM EDT

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Air Products (NYSE: APD) today announced that its Board of Directors has approved the completion of the previously announced separation of Air Products' Electronic Materials Division from the remaining businesses of Air Products to form Versum Materials, Inc. (NYSE: VSM).

Transaction Information

The Board of Directors of Air Products today declared a pro rata dividend of all the outstanding common stock of Versum. This dividend is expected to be paid on October 1, 2016 (the "distribution date") to Air Products stockholders of record as of the close of business on September 21, 2016 (the "record date"). The dividend remains subject to the satisfaction of the conditions described in Versum's previously filed Registration Statement on Form 10. Air Products may also cancel the dividend if, at any time prior to the dividend, the Air Products Board of Directors determines, in its sole discretion, that it is inadvisable to effect the dividend.

In connection with the separation, Air Products stockholders will receive one share of Versum common stock for every two shares of Air Products common stock they hold on the record date. Fractional shares of Versum common stock will not be distributed to Air Products stockholders. Instead, the fractional shares of Versum common stock will be aggregated and sold in the open market, with the net proceeds distributed pro rata in cash payments to the Air Products stockholders who otherwise would have received fractional shares of Versum common stock. The planned separation is expected to be tax-free to Air Products stockholders, except with respect to fractional shares. Air Products stockholders are urged to consult with their tax advisors with respect to the U.S. federal, state and local or foreign tax consequences, as applicable, of the dividend.

No action is required by any Air Products stockholders to receive the applicable number of shares of Versum common stock (and, if applicable, cash in lieu of any fractional shares). Air Products registered stockholders who hold Air Products common stock on the record date will receive a book-entry account statement reflecting their ownership of Versum common stock, which will be mailed a few days after the distribution. If you hold Air Products stock through a broker on the record date, your brokerage account will be credited with Versum shares through the Depository Trust Corporation (DTC) after settlement of "when issued" trading on October 6, 2016.

Air Products intends to distribute an information statement to all stockholders entitled to receive the distribution of Versum common stock. The information statement is an exhibit to Versum's Registration Statement on Form 10, which describes Versum and the risks associated with owning its common stock, as well as other details regarding the separation and distribution. Versum's Registration Statement on Form 10, including amendments, is available at www.sec.gov and at www.airproducts.com/versummaterials.aspx.

Expected Trading in Shares of Air Products and Versum

Air Products also announced that it expects "when-issued" trading of Versum common stock to begin on September 19, 2016 on the New York Stock Exchange ("NYSE"), under the symbol "VSM WI." "Regular way" trading of Versum common stock is expected to begin on the NYSE on October 3, 2016, under the symbol "VSM." The "when-issued" trading market is a market for trading Versum common stock prior to the beginning of "regular way" trading of Versum on the NYSE on October 3, 2016. Stockholders who own Air Products common stock at the close of business on the record date will be entitled to Versum common stock distributed pursuant to the distribution and may trade this entitlement to shares of Versum common stock, without Air Products common stock they own, on the "when-issued" market.

Shares of Air Products common stock will continue to trade "regular way" on the NYSE under the symbol "APD" through and after the October 1, 2016 distribution date. Air Products also expects that beginning September 19, 2016, there will also be trading "ex-distribution" under the symbol "APD WI." Prior to the distribution date, shares of Air Products common stock that trade in the "regular-way" market will trade with the right to receive shares of Versum common stock on the distribution date. Shares of Air Products common stock that trade in the "ex-distribution" market will trade without the right to receive shares of Versum common stock on the distribution date. Holders of Air Products common stock are encouraged to consult with their financial advisor regarding the specific implications of selling Air Products common stock on or before the distribution date.

Adjustment to Air Products' Dividend Record Date

In July 2016, the Board of Directors of Air Products declared an Air Products quarterly dividend of 86 cents per share of common stock, which is payable on November 14, 2016. The previously announced record date for this dividend was October 3, 2016. To allow settlement of "when issued" trading to occur prior to the quarterly dividend record date, the quarterly dividend record date has been delayed. The Air Products November 14, 2016 dividend will now be payable to stockholders of record at the close of business on October 11, 2016, rather than on October 3, 2016.

External Advisors

Lazard is acting as sole financial advisor to Air Products with regard to the Versum separation. Skadden, Arps, Slate, Meagher & Flom LLP is acting as Air Products' lead counsel.



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