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Judge Rules Against Airgas In Bylaw Amendment Case

Wed, 10/13/2010 - 5:25am

RADNOR, Pa. (AP) — Airgas Inc. plans to appeal a ruling by a Delaware court that would require a shareholders meeting in January.

The gas supplier is dealing with a proposed $5.5 billion takeover bid from rival Air Products and Chemicals Inc. Last month Airgas shareholders approved three bylaw amendments proposed by Air Products. The bylaws were a condition Air Products said was necessary to continue with an offer to buy Airgas for $65.50 per share.

But Airgas said it believed some of the proposed amendments fell short of approval and were invalid.

On Monday Airgas said it believed a proposed Jan. 18, 2011 shareholders meeting was invalid under both Delaware law and its certificate of incorporation. The meeting, if held, would take place four months after the company's 2010 annual meeting and prior to fiscal 2011's completion.

Airgas also said it didn't feel that the bylaw amendment proposal was approved because less than 67 percent of shareholders voted in favor of it.

Airgas continues to state that Air Products' bid is grossly inadequate. Its shareholders elected three board members nominated by Air Products in September. Air Products previously said that it would walk away from the proposed deal if Airgas shareholders didn't elect its director nominees and approve its bylaw proposals.

Air Products, based in Allentown, Pa., sells gases for industrial, medical and other uses. Airgas, of Radnor, Pa., sells industrial and medical gases and provides gas equipment, welding products, tools, and safety gear.

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