This week, Airgas, Inc. announced contingency plans in the event that company stockholders reject Air Products’ By-Law Amendment Proposal. Should this occur, Airgas will call a Special Meeting of Stockholders on 21st June 2011. Airgas articulated this intention in a letter recently sent out to all stockholders.
The company hopes that the meeting will present an opportunity to ensure that Air Products or other stockholders will be able to nominate a number of individuals. Consequently, if a plurality of Airgas stockholders vote for these nominees, they, together with any Air Products nominees elected at the September 2010 Annual Meeting, would constitute a majority of the Airgas Board.
The only proviso being that, “as long as the January Meeting Proposal does not receive support from a majority of the votes represented and entitled to vote at the September 2010 Annual Meeting, this commitment will apply whether any or all of the Air Products nominees are elected to the Airgas Board at our September 2010 Annual Meeting.” The company qualified this, “ As a result, with our alternative, you can elect the three Airgas Board nominees at the September 2010 Annual Meeting and still have the opportunity to vote for a majority of the Airgas Board at the June 2011 Special Stockholder Meeting.”
In the letter, sent out on 30th August, Airgas also reiterated its wider concerns regarding the possible take-over. The nub of Airgas’ concerns about Air Products’ director nominees rested on the suspicion that if these nominees are successful, they are ‘designed to – and would – facilitate’ Air Products’ tender offer which Airgas adamantly believes is ‘to the detriment of Airgas stockholders’.
Merrill Lynch and Goldman, Sachs & Co. continue to serve Airgas as financial advisors, while Wachtell, Lipton, Rosen & Katz is acting as legal counsel to Airgas and its Board of Directors.