Tuesday, September 7, 2010

Air Products says it could walk away if Airgas shareholders does not approve its board slate

Air Products and Chemicals Inc. has increased its offer to buy rival Airgas Inc. to $65.50 per share, putting its latest bid at about $5.48 billion. Air Products also said but said it will walk away if Airgas shareholders don't elect its board slate and approve its bylaw proposals.

The new bid represents a 50 percent premium over the closing price for Airgas shares of $43.53 on Feb. 4, the day before Air Products' original bid, which was about $5.1 billion, or $60 per share. Air Products later raised its offer to as much as $63.50 per share, but Airgas has said that "grossly undervalues" the company.

Airgas said in a separate statement Monday evening that its board will review the revised offer, and it is asking shareholders to take no action until that is finished. The Airgas statement noted that the closing price of its stock Friday was higher than the latest Air Products offer.

Air Products Chairman and CEO John E. McGlade said in a statement Monday that his company has given Airgas shareholders "a clear path" to completing a deal.

Air Products wants Airgas shareholders to elect its three nominees to its board and approve some bylaw proposals at its Sept. 15 annual meeting. The bylaw amendments reportedly include some proposed changes to director eligibility requirements, a requirement for Airgas to hold future annual meetings in January and the repeal of all bylaw amendments made after April 7.

Air Products said it is ready to start immediate negotiations with Airgas to complete the deal if shareholders approve its candidates and the bylaw changes. If they fail to do so, Air Products said it will end its offer "and move on to the many other attractive growth opportunities available"

If successful, Air Products would become the biggest industrial gas company in North America.

Airgas, based in Radnor, PA., provides gases, welding products, safety products and other MRO supplies.

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