Airgas Inc. has just announced that, based on a preliminary vote count provided by its proxy solicitor following the Annual Meeting of Stockholders, it appears that stockholders have elected Air Products' three nominees to the Airgas Board of Directors.
Additionally, the company is keen to point out, Airgas also announced that more than a majority of the shares represented and voted at the meeting, but less than 67% of the outstanding shares appear to have voted in favour of Air Products' by-law amendment proposals.
Is this the first step towards a deal between the two companies? Announcing today's development, Airgas issued the following statement:
'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.'
'Peter McCausland, W. Thacher Brown, and Richard C. Ill have overseen tremendous value creation for the company, and we sincerely thank them for their many contributions and years of dedicated service as members of the Airgas Board of Directors.'
The statement continued, 'The Airgas Board continues to believe that Air Products' revised offer grossly undervalues Airgas and does not adequately compensate Airgas stockholders for the company's inherent value, excellent prospects and impressive economic performance since Air Products first announced its offer.'
'Airgas' record of accomplishments, and our record of emerging strongly from prior recessions, support our belief in the achievability of our growth prospects.'
Airgas also believes that the Air Products by-law proposal to prohibit certain individuals from serving as directors or as chairman of the board has not been approved because 'the proposal received the affirmative vote of less than 67% of the shares entitled to vote generally in the election of directors'.
'We also believe that this proposal is invalid under Delaware law and Airgas' certificate of incorporation and by-laws. Nonetheless, it is the Airgas Board of Directors' intention that any effort to reappoint Mr. McCausland to the Board of Directors be done in accordance with the procedure set forth in the proposed by-law amendment.'
Following tabulation and certification by IVS Associates, Inc., the independent Inspector of Elections, the final results of the election will be announced.
BofA Merrill Lynch and Goldman, Sachs & Co. are serving as financial advisors, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Airgas and its Board of Directors.