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Air Products and Chemicals, Inc. v. Airgas, Inc.

Delaware Court of Chancery
16 A.3d 48 (Del. Ch. 2011)



Air Products and Chemicals, Inc. (Air Products) (plaintiff) launched a $60 per share, all-cash, structurally non-coercive hostile tender offer to acquire Airgas, Inc. (Airgas) (defendant). Airgas had a poison pill (i.e., a corporate strategy to defend against hostile takeovers), which its directors (defendants) refused to remove. Airgas had a classified board of nine directors. With one class of directors up for election each year, it took two shareholder meetings to win a board majority. Air Products successfully nominated a class of three independent directors to the Airgas board. The Air Products nominees became supporters of the poison pill. Air Products raised its bid several times and made its final offer of $70 per share. The Airgas board, with the opinions of its independent financial advisors, again rejected the offer as inadequate. Evidence showed that a majority of the Airgas shareholders were willing to tender their shares, regardless of whether the price was adequate or not. Air Products asked the chancery court to remove the poison pill. If the poison pill remained in place, Air Products could continue pursuing Airgas in two ways: (1) call a special meeting and remove the entire board without cause by a 67 percent vote, as provided in the charter, and (2) wait another eight months to nominate another class of directors at the next annual meeting.

Rule of Law


Holding and Reasoning (Chandler, J.)

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