Question
The Airgas, Inc. certificate of incorporation requires supermajority approval of certain business combinations. In 2007, Airgass staggered board adopted a poison pill with a 15%
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? [Air Products & Chemicals, Inc. v. Airgas, Inc., 16 A.3d 48 (Del. Ch. 2011).]
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