Airgas declares cash dividend for 2Q16 and amends its stockholder rights plan


Days after shocking the industrial gases business with the announcement that it had accepted an acquisition offer from Air Liquide, Airgas announces a cash dividend and amends its stockholder rights plan.

Airgas’ Board of Directors declared a regular quarterly cash dividend of $0.60 per share, payable on December 29, 2015 to shareholders of record as of December 14, 2015.

The Amendment to the Rights Agreement modifies the existing terms of the Rights Agreement by lowering the beneficial ownership threshold for triggering the rights plan from 15% of the Company’s common stock to 10%. Any party that beneficially owns 10% or more of the Company’s common stock at the time of the public announcement of today’s amendment will not trigger the rights plan unless that party either (1), after the time of the public announcement of the amendment, increases its beneficial ownership of the Company’s common stock (other than as a result of an acquisition by the Company) to an amount equal to or greater than the greater of (x) 10% or (y) the sum of (i) the lowest beneficial ownership of such person as a percentage of the common stock as of any time from and after the time of the public announcement of the amendment plus (ii) 0.001% or (2) at any time while such person continues to have beneficial ownership of 10% or more of the Company’s common stock, exercises any unexercised options, conversion rights, exchange rights, rights, warrants or derivatives contract for shares of the Company’s common stock.

The Airgas Board deemed it prudent to amend the Rights Agreement in light of unusual trading activity in the Company’s stock over the last several trading days. Other changes to the Rights Agreement were made in connection with the transaction between Airgas and Air Liquide announced on Tuesday.

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