April 28, 2011 Articles

Delaware Court of Chancery Upholds Poison Pill in Airgas

The court found that Airgas's board of directors acted consistently with its fiduciary duties in maintaining a poison pill in the face of an all-cash, all-shares hostile tender offer.

by Jason J. Rawnsley

In Air Products & Chemicals, Inc. v. Airgas, Inc., 2011 WL 519735 (Del. Ch. Feb. 15, 2011), the Court of Chancery of the State of Delaware found that Airgas, Inc.'s board of directors acted consistently with its fiduciary duties in maintaining Airgas's poison pill in the face of an all-cash, all-shares hostile tender offer from Air Products & Chemicals, Inc. Although the court "had a hard time believing that inadequate price alone (according to the target's board) in the context of a non-discriminatory, all-cash, all-shares, fully financed offer poses any 'threat'—particularly given the wealth of information available to Airgas's stockholders at this point in time—under existing Delaware law," it ultimately held that "it apparently does."

Air Products' Hostile Tender Offer
In October of 2009, Air Products expressed an interest in acquiring Airgas, initially in a $60-per-share, all-stock deal. Through autumn and winter of that year, the board of Airgas, after receiving reports from financial advisors and reviewing the company's five-year strategic plan, repeatedly rejected Air Products' advances, refusing to even consider negotiations at such a price. In early 2010, Air Products increased its offer to $62 per share in cash and stock, but still could not pique Airgas's interest.

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