The Airgas, Inc. certificate of incorporation requires supermajority approval of certain business combinations. In 2007, Airgas's staggered
Question:
The Airgas, Inc. certificate of incorporation requires supermajority approval of certain business combinations. In 2007, Airgas's staggered board adopted a poison pill with a 15% threshold.
The Airgas stock traded in the $40s and $50s during most of 2007-2008, but it dropped as low as $27 in March 2009 and then rebounded to about $41 in the fall of 2009. In October 2009, Air Products & Chemicals, Inc. offered to acquire Airgas at a price of $60 in Air Products stock per share of Airgas stock. Airgas rejected Air Products' advances. Air Products launched a fully financed hostile public tender offer for any and all Airgas shares at a price of $60 cash in February 2010. During the ensuing year, Air Products raised its offer to a "best and final" offer of $70 cash per share. After Airgas's two investment banks, Goldman Sachs and Bank of America Merrill Lynch, opined that Airgas was worth at least $78 per share, the Airgas board rejected the offer as "clearly inadequate." All the Airgas directors, including three nominated by Air Products and elected in a proxy contest, voted not to redeem the poison pill. Can Air Products force the board of directors of Airgas to redeem the poison pill? Why or why not?
Step by Step Answer:
Managers And The Legal Environment Strategies For The 21st Century
ISBN: 9781285860374
8th Edition
Authors: Constance E. Bagley