Earlier this week, Air Products gave official notice to Airgas, Inc of a planned solicitation of proxies at the 2010 Airgas Annual Meeting. The meeting date is unconfirmed, but Airgas have provisionally promised to schedule it on or before 17 September.
Air Products seeks support from Airgas shareholders to elect three independent nominees to Airgas’ Board of Directors. Airgas shareholders will also be given the opportunity to vote on additional proposals in efforts designed to ensure their votes are appropriately considered by the Airgas Board.
The proposals will include amending Airgas’ By-Laws in order to limit the Airgas Board’s ability to re-seat directors. In relation to the statement, John E McGlade, Chairman, President and CEO, commented, “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.”
He continued, “Airgas’ recent performance and growth projections have done nothing to change our view of the company’s value to Air Products, nor has it changed the fact that only through a combination with Air Products can Airgas realise the substantial, certain and compelling near-term value for shareholders that Air Products has offered in cash.”
McGlade spoke about the nominations, saying, “Airgas shareholders deserve highly qualified and truly independent Board representation, and we have nominated three experienced directors who are committed to acting in the best interests of all Airgas shareholders.”
Air Products welcomed prompt negotiation with Airgas and suggested that the Airgas Board establish a special committee of independent directors to “fully and fairly” evaluate the offer.
McGlade, advised that failing cooperation, Airgas shareholders now have the opportunity to elect three independent directors, in addition to three significant proposals. McGlade, commented, “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.”
Air Products have nominated the following individuals to the Airgas Board of Directors; John P Clancey, Robert L Lumpkins and Ted B Miller, Jr. Similarly, the proposals included;
• Amend Airgas’ by-laws to limit re-seating Directors not elected by Airgas shareholders, excluding the CEO.
• Amend the company’s by-laws to require Airgas to hold future annual meetings in January.
• Repeal of all by-law amendments adopted by the Airgas Board after 7th April 2010.
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