UpdateAirgas shareholders want takeover - US Air Products

15 September 2010 21:52  [Source: ICIS news]

Air Products wins three Airgas positions(adds paragraphs 1-5, 9, 16-18)

HOUSTON (ICIS)--A majority of Airgas shareholders have made it clear they want Air Products to take over the company, an executive said on Wednesday.

Air Products chief executive John McGlade made his comments after a majority of Airgas shareholders approved several Air Products proposals and board nominees.

An Air Products board nominee would replace Peter McCausland, the founder and chief executive of Airgas.

"Airgas shareholders have provided a clear mandate to negotiate a transaction, and we appreciate their support," McGlade said.

"We stand ready to negotiate immediately and call on the Airgas board to respect the will of its shareholders," McGlade said. "Further delay serves no purpose."”

Air Products won three positions on the Airgas board of directors as part of its bid to take over Airgas, the company said.

Shareholders of US gas distributor Airgas elected the three nominees of Air Products, which is trying to take over the company for $5.5bn (€4.2bn), Airgas said.

The three Air Products candidates included John Clancey, chairman emeritus of Maersk and Maersk Line; Robert Lumpkins, chairman of the board of directors of Mosaic; and Ted Miller Jr, former chairman and chief executive of Crown Castle International.

They would replace Thacher Brown, Richard Ill and McCausland.

“While we are disappointed with the outcome of today's vote regarding the election of directors, we appreciate the consideration and support of our stockholders,” Airgas said in a statement.

However, two of three proposals by Air Products failed to meet a shareholder threshold in Wednesday's vote, Airgas said.

One proposal would have limited the ability of the Airgas board to re-seat unelected directors. The chief executive would be excluded from the proposal.

Another would require Airgas to hold its annual shareholder meetings in January.

Airgas said while a majority of shareholders approved the proposals, they still fell short of a 67% threshold. As such, Airgas would not adopt the first two proposals.

The third proposal would repeal all by-law amendments that the Airgas board adopted after 7 April. Airgas adopted those amendments after Air Products's takeover bid.

That third proposal actually referred to a single Airgas amendment.

The Airgas amendment gave the company a broader window to schedule its annual meetings. Before the amendment, Airgas's annual meetings were restricted within five months of the end of its fiscal year.

Airgas's fiscal year ends on 31 March.

It was unclear if Airgas would adopt the third proposal.

Airgas did not immediately return calls seeking comment.

Air Products latest offer for Airgas was $65.50/share. The Airgas board had rejected the offer.

Shares of Airgas closed at $67.10, up 3.47%, on the New York Stock Exchange (NYSE). Air Products shares traded at $81.40, up 1.48%.

($1 = €0.77)

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By: Al Greenwood
+1 713 525 2645

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