Airgas to appeal US court by-law ruling in takeover fight

11 October 2010 16:34  [Source: ICIS news]

HOUSTON (ICIS)--Airgas will appeal a court ruling that upheld a stockholder by-law change opposed by the company in its fight against Air Product’s $5.5bn (€3.9bn) takeover bid, Airgas said on Monday.

Last Friday a Delaware Court of Chancery judge declined to reject the by-law change, which would move Airgas’s annual meeting up by eight months to 18 January, 2011.

Airgas shareholders voted on 15 September to replace three Airgas board members with three nominees from Air Products. The new board members could vote in January to approve the takeover deal.

Airgas management has contested Air Products's hostile takeover, saying it undervalued Airgas.

Airgas said in a press release that it “continues to believe that the proposed amendment to its bylaws to require that a meeting of stockholders be held on January 18, 2011 - only four months after the 2010 annual stockholder meeting and before fiscal 2011 is completed - is invalid under both Delaware law and Airgas’ Certificate of Incorporation.

"The company also remains firm in its belief that the bylaw amendment proposal was not approved by the company’s stockholders because it received the affirmative vote of less than 67% of the shares entitled to vote generally in the election,” Airgas continued.

($1 = €0.71)

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By: Brian Ford
+1 713 525 2653



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