On 8 September, Airgas received a split decision from two important proxy advisory firms in its battle against Air Products and Chemicals. The decision also included a recommendation from Institutiona…
On 8 September, Airgas received a split decision from two important proxy advisory firms in its battle against Air Products and Chemicals. The decision also included a recommendation from Institutional Shareholder Services in favour of the three Air Products director nominees over the incumbent board members. However, Glass Lewis and I.S.S. urged shareholders to reject Air Products“ effort to move the next Airgas shareholder meeting to January 2011, a plan designed to speed up a takeover of the industrial gas producer“s board. The recommendations from the proxy advisers are intensifying the battle between the two companies, as Air Products pursues a USD 5.5 billion takeover offer, which has been consistently criticized as too low by Airgas. The Airgas shareholder meeting is scheduled for 15 September. We are pleased that both I.S.S. and Glass Lewis recommend that stockholders vote against Air Products“ proposal to amend the company“s bylaws to require a January 2011 meeting of stockholders, Airgas chief executive Peter McCausland said. But Airgas said it believes its three incumbent directors – Mr. McCausland, W. Thacher Brown and Richard C. Ill – are better-qualified than the Air Products slate. Air Products announced that it will withdraw its takeover offer if it does not obtain the three board seats and fails to gain passage of its proposed changes of the Airgas bylaws, which include moving the next shareholder meeting. Airgas also said on 8 September that it would be willing to consider other takeover bids if its shareholders rejected the Air Products proposal regarding the next shareholder meeting, and would also hold the next meeting in June if the Air Products proposal were to be rejected.