Airgas Inc. (ARG) released contentious correspondence between
three of its independent directors and the company's chairman in
the midst of the attempted takeover by larger rival Air Products
& Chemicals Inc. (APD).
The specialty-gas company's directors John Clancy, Robert
Lumpkins and Ted Miller Jr. sent a letter to Chairman John van
Roden that, among other things, challenged the view that they
believe the bidding conversation for Airgas starts at $78 a
share.
The two companies are embroiled in legal proceedings in Delaware
Chancery Court over whether Airgas's shareholder-rights plan,
commonly known as a poison pill, is valid. In their letter to van
Roden, the independent directors note that the court's Chancellor
William B. Chandler III had submitted a letter opinion that, the
directors wrote, said, "Airgas contends the company is worth $78 or
more per share, and that the three of us have joined in that view."
The directors continued, "We do not believe that such an
unequivocal statement is accurate."
"To be clear, at no time did any of us take the position that a
$78 offer price was the price of admission to having any
discussions with Air Products, nor did we agree that $78 was the
minimum per share price at which Airgas might be purchased," the
directors wrote.
In response, van Roden wrote back to the directors, "All of the
statements that Airgas has made to the Court and publicly have been
accurate, and your suggestion to the contrary is simply not
correct."
If Air Products can't get the Airgas's poison pill overturned,
its tender offer is effectively moot.
The saga between Airgas and Air Products has played out
privately for more than a year and publicly since February. Last
week, Air Products raised its hostile takeover bid for Airgas by
6.9% to nearly $5.9 billion, boosting the offer to $70 a share from
$65.50 a share. Air Products called its offer "best and final" and
threatened to walk away if a deal wasn't reached soon, while Airgas
has said bidding on the company must begin at $78 a share.
Shares of Airgas recently rose 0.8% to $63.63. Meanwhile, Air
Products shares declined 0.3% to $88.61.
-By Nathan Becker, Dow Jones Newswires; 212-416-2855;
nathan.becker@dowjones.com