Air Products continues Airgas takeover bid, nominates 3 to board

13 May 2010 23:06  [Source: ICIS news]

(adds Airgas response in paragraphs 11, 12)

HOUSTON (ICIS news)--Air Products has nominated three executives to the Airgas board as it continues to pursue its $5.1bn (€4bn) takeover bid for Airgas, the US industrial gases major said on Thursday.

Airgas has a staggered board of nine directors, and if elected by shareholders, Air Products’ nominees would make it easier for it to gain a majority on the Airgas board.

The Airgas meeting was to be held on or before 17 September, according to US Securities and Exchange Commission (SEC) filings.

Air Products nominated John Clancey, chairman emeritus of shipping firm Maersk; Robert Lumpkins, chairman of fertilizer producer Mosaic; and Ted Miller, founder of wireless communication provider Crown Castle International.

Air Products also sought to compel Airgas to hold its annual meeting each January. If passed by Airgas shareholders, that would force Airgas to hold another meeting in January 2011, in which Air Products could theoretically put forth more board nominees.

In addition, Air Products proposed that any board nominee from Airgas who loses an election would then be ineligible to serve on the board for three years.

Air Products also proposed that all by-law amendments adopted by the Airgas board after 7 April be repealed.

“In spite of our repeated efforts to engage with the Airgas board on an all-cash offer providing a 38% premium to Airgas’ unaffected share price, the current Airgas board has flatly refused to enter into discussions, denying its shareholders the opportunity to receive a substantial premium for their shares,” said Air Products CEO John McGlade.

“These proposals and the independent board nominations provide Airgas shareholders with the opportunity to change the unproductive and costly path being pursued by the current Airgas board,” McGlade added.

Air Products in April extended the expiration date for the bid to 4 June. The total value of the offer is $7bn, including $5.1bn of equity and $1.9bn of assumed debt, according to Air Products.

Airgas, which previously said the offer “grossly undervalues” it, reiterated that position on Thursday and said it would evaluate Air Products's candidates and proposals "in due course".

"We believe that Air Products's interests are diametrically opposed to those of our stockholders and that Air Products chose its candidates and proposals precisely to help advance its goal of acquiring Airgas at the cheapest possible price," Airgas said.

($1 = €0.79)

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By: Ben DuBose
+1 713 525 2653



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