Air Products welcomes ISS' support in takeover fight for Airgas

09 September 2010 18:27  [Source: ICIS news]

TORONTO (ICIS)--US industrial gases major Air Products on Thursday said it welcomed support from institutional shareholder advisory firm ISS in Air Products's ongoing battle to acquire rival Airgas.

Air Products, which this week raised its offer for rival Airgas by $2 to $65.50/share, said that 
Institutional Shareholder Services (ISS) was supporting Air Products’ three director nominees for Airgas board.

Also, ISS had stated in its recommendation to Airgas shareholders that Air Products’ increased offer of $65.50/share was a “compelling starting point for negotiation” and that the burden now shifted to Airgas’ board to engage Air Products in negotiation, Air Products said.

However, Air Products said it regretted ISS’ recommendation against its proposal to hold the next Airgas annual meeting in January 2011. The meeting is typically held in September.

“Voting today in favour of holding the 2011 annual meeting in January empowers Airgas shareholders with an option to vote on a transaction with Air Products, or a third party, at that time,” Air Products said.

“In choosing to support a meeting in January, Airgas shareholders are in no way bound to accept a transaction at a price they deem inadequate,” it added.

In response, Airgas said it welcomed recommendations by both ISS and shareholder advisory firm Glass Lewis that Airgas shareholders vote against the proposal for a January 2011 annual meeting

Pulling the next annual meeting ahead by nine months would cede “significant control of the negotiation process to the bidder,” Airgas said in citing ISS.

Airgas added that its board remained unanimous in its belief that $65.50/share was “grossly inadequate.”

The Air Products' nominees were chosen only “to facilitate an Air Products takeover of Airgas at a low-ball price,” Airgas said.

Airgas also noted that Glass Lewis recommended that Airgas' shareholders vote for the election of Airgas’ board nominees.

Airgas' shares were down 0.48% at $64.28/share in New York at 12:03 local time.

For more on Air Products, Airgas and other producers visit ICIS company intelligence
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By: Stefan Baumgarten
+1 713 525 2653



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