UPDATE: Airgas Still Against Air Products Offer Despite New Directors
October 26 2010 - 6:05PM
Dow Jones News
Airgas Inc. (ARG), in repeating its case against a hostile bid
from Air Products & Chemicals Inc. (APD), emphasized the
solidarity of its board, which includes the three directors Air
Products nominated to Airgas's board last month.
The new Airgas board on Tuesday sent a letter to Air Products
unanimously rejecting Air Products's cash tender offer of $65.50 a
share, calling it "grossly inadequate" and "not close to the right
price." The board also unanimously said it is willing to authorize
merger negotiations if Air Products gives it "sufficient reason" to
believe the talks could lead to a price valuing Airgas
"meaningfully in excess of $70 a share." The letter marks the first
public communication from the new directors, who were nominated by
Air Products in hopes of aiding its takeover bid.
Peter McCausland -- Airgas chief executive, a director and its
largest holder -- said in an interview that the current offer
represents little to no premium to where Airgas shares would be
trading absent the Air Products offer, but he declined to put a
finer point on a price that could start discussions.
Air Products's offer came during the trough of the worst economy
since the Great Depression, he said, and after Airgas posted its
only significant decline in adjusted earnings in 22 years. The
offer doesn't fairly value Airgas, now that it is back to reporting
near-record earnings and solid growth, McCausland said. Airgas on
Tuesday also reported fiscal-second-quarter results that beat its
expectations and raised its full-year earnings guidance.
Air Products offered to buy Airgas in February for $60 a share,
or about $5.1 billion excluding the assumption of Airgas debt.
After Airgas's board rejected it, Airgas launched a hostile tender
offer, which it has twice raised and thrice extended. The current
offer is set to expire on Friday.
Air Products said late Tuesday that "there is nothing in the
Airgas earnings or letter that changes our view of value. It is
time for the Airgas board either to negotiate with us or terminate
the company's poison pill and let Airgas shareholders decide for
themselves."
Air Products, of Lehigh Valley, Pa., has said a merger with
smaller rival Airgas, based in Radnor, Pa., would create the
largest industrial gas company in North America and one of the
largest in the world, and at the current offer price would be
immediately accretive to Air Products's profits, excluding one-time
costs.
It's not immediately clear if Air Products will extend its offer
again or raise it, but with Airgas stock closing up 1.2% at $70.84,
an all-time high, it appears unlikely shareholders would
overwhelmingly tender their shares. Large institutions and hedge
funds who are among Airgas's largest holders didn't return email
requests for comment on what price they would accept.
In addition to getting three of its nominees elected to the
Airgas board, Air Products was able to get Airgas shareholder
approval of three Air Products proposals, one of which would cause
Airgas to move its annual meeting to January. This means Airgas
would have two annual meetings, with two votes on the elections of
directors, in the same fiscal year, which would allow Air Products
the chance to get even more nominees on the Airgas board.
Airgas challenged the validity of this proposal in Delaware
Chancery Court and lost, but it is appealing the decision to the
Delaware Supreme Court, where oral arguments are set to begin next
week. McCausland conceded it is typically easier to be the appellee
than the appellant, but said he likes Airgas's chances of getting
the ruling overturned.
McCausland said Airgas will argue, among other things, that the
proposal was not in fact approved because it didn't have the
affirmative vote of two-thirds of company's shares. It also is
inconsistent, he said, with the rules allowing companies to stagger
their board elections, a practice designed to prevent hostile
parties from completely unseating a board with one ballot.
Commenting on how Air Products's successes at the September
meeting have thus far had the opposite of their intended effects,
McCausland noted that many hostile takeover targets have some sort
of problem the aggressor can attack, whether it is the business,
management or both. Airgas, however, is essentially "stronger than
ever," he said, and has provided investors with total returns in
the top 5% of the Standard & Poor's 500 Index since it went
public nearly 24 years ago.
-By Maxwell Murphy, Dow Jones Newswires; 212-416-2171;
maxwell.murphy@dowjones.com
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