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Business Associations Keyed to Coffee, 9th Ed.
Air Products and Chemicals, Inc. v. Airgas, Inc.
Citation:
16 A.3d 48 (2011)Facts
In October 2009, Air Products privately approached Airgas about a potential acquisition. After private negotiations failed, Air Products launched a public hostile tender offer in February 2010 at $60 per share. The Airgas board rejected this offer as grossly inadequate. Air Products subsequently increased its offer to $63.50 and then to $65.50, with all offers being rejected by the Airgas board as undervaluing the company.
Air Products also launched a proxy contest, successfully electing three nominees to Airgas’s staggered board at the September 2010 annual meeting. After joining the board, these three nominees reviewed Airgas’s financial information and unanimously joined the rest of the board in concluding that Air Products’ offer was inadequate.
In December 2010, Air Products made its “best and final” offer of $70 per share. The Airgas board, including the three Air Products nominees, unanimously rejected this offer as clearly inadequate, believing Airgas’s value in a sale transaction was at least $78 per share. One of the Air Products nominees even stated, “We have to protect the pill.”
Throughout this period, Airgas maintained its defensive measures, including a poison pill with a 15% triggering threshold, preventing Air Products from completing its tender offer without board approval. Air Products sought a court order requiring Airgas to redeem its poison pill.
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