As regular readers will recall, this blog has traced the sometimes stormy relationship between two competitors in the market for industrial gas supplies, both headquartered in Pennsylvania: Air Products (APD), of Allentown, [get out of my head, Billy Joel!] and Airgas (ARG), of Radnor.
APD bid for ARG back in February and signalled at that time a readiness to wage a proxy fight for control.
Airgas held its annual meeting recently -- September 15. So ... what happened?
Shareholders elected the three nominees for director promoted by APD. But that doesn't mean an acquisition will go through uncontested. The board is staggered, so APD would have to win another election to gain majority control. Even in announcing their election, Airgas cautioned them against over confidence in this regard.
"Although our new directors were originally nominated to stand for election to our Board by Air Products, like all Board members, they have fiduciary duties to all AIrgas stockholders. These duties do not allow them to act in Air Products' interests, or in affiliation with Air Products."
Meanwhile, shareholders also voted on three proposed bylaw amendments designed for the benefit of the would-be acquirer, and it isn't clear what the result was of these votes.
Showing posts with label Airgas Inc.. Show all posts
Showing posts with label Airgas Inc.. Show all posts
Sunday, September 26, 2010
Monday, August 23, 2010
Marketing Gases
The Airgas annual meeting is set for Wednesday, September 15.
Airgas, based in Radnor, Pennsylvania, sells gas to industrial and commercial users.
Air Products, another firm in that field, has offered to acquire it, but Airgas management is resisting.
But you've read that much before. What's new?
Just this: Air Products sent a fairly entertaining letter to its rival's shareholders on August 19 detailing what it calls the "numerous inconsistencies and misstatements regarding our bid.
Airgas, based in Radnor, Pennsylvania, sells gas to industrial and commercial users.
Air Products, another firm in that field, has offered to acquire it, but Airgas management is resisting.
But you've read that much before. What's new?
Just this: Air Products sent a fairly entertaining letter to its rival's shareholders on August 19 detailing what it calls the "numerous inconsistencies and misstatements regarding our bid.
Sunday, July 11, 2010
Airgas
More must be said about Air Products versus Airgas.
AP is now offering to buy its rival at $63.50 a share, but the market is valuing Airgas at a premium above that. You can see this for yourself in the chart nearby, reproducing the trading from Friday, July 9.
Both companies provide gas to industrial and commercial users. Among others, these users include refineries, which remove sulfur from crude oil, by saturating the fuel with hydrogen first, producing hydrogen sulfide, which can then be removed from the mix. ARG is also apparently involved in the liquefaction of natural gas.
Airgas, based in Radnor, Pennsylvania, has said this: "This Board has unanimously concluded that Air Products’ unsolicited tender offer and proxy solicitation for its hand-picked nominees are an opportunistic attempt to advance Air Products’ goal of transferring the value of Airgas to Air Products at a grossly inadequate price.
"The Board continues to recommend that stockholders reject the Air Products offer."
Here is what BusinessWeek has to say.
Wednesday, February 17, 2010
Three brief items
1. APD's Bid for ARG
In my entry on Tuesday, February 9, I wrote that Air Products & Chemicals (APD) had an unsolicited bid outstanding to buy a rival, Airgas Inc (ARG) and was ready to launch a proxy fight in support thereof. There have been further developments.
Airgas, which is based in Radnor, PA, is resisting its suitor, and has sued Cravath, Swaine & Moore, a venerable law firm assisting APD in this matter. If I understand the story correctly, (and that is not a sure thing), Cravath has in the recent past represented Airgas. It is now working with APD. Airgas contends that given that law firm's knowledge of their own operations, Cravath should be disqualified from this matter.
To this underlying dispute is added a jurisdictional tangle, because ARG brought its lawsuit against Cravath in a Pennsylvania state court. Meanwhile, other matters related to this unsolicited bid are before the Chancery Court in Delaware. APD sees the choice of forum as a dirty trick: “Having long known of Cravath’s work for Air Products on this matter, Airgas could have opposed Cravath’s representation of Air Products in this case by filing a motion for disqualification,” Air Products attorney Kenneth Nachbar wrote in a letter to the Delaware judge involved, "Airgas chose instead to circumvent this court’s authority and sued Air Products’ counsel, Cravath, in Pennsylvania.”
2. New book about Bill Lerach.
Readers of this blog will know the name Bill Lerach. And some may be interested in the arrival of a new book from Random House, Circle of Greed: The Spectacular Rise and Fall of the Lawyer Who Brought Corporate America to Its Knees, by Patrick Dillon and Carl Cannon.
I remember the key episode in this downfall quite well. On May 18, 2006, the US grand jury in Los Angeles indicted five named individuals (Lerach was not one of them) in a case that involved the law fim that had grown to fame as Lerach's alter ego, Milberg Weiss. The indictment had twenty counts, more than 100 pages, and a memorable detail about a piece of furniture. Apparently, partner David Bershad kept a stash of money in a safe in his office, and kept the safe inside a credenza. From here he would make the illegal payouts that were the center of the scandal.
Bershad pleaded guilty, and it appears to have been Bershad's cooperation that helped authorities zero in on what they regarded as a bigger fish, Lerach.
3. Apollo is buying Cedar Fair.
Cedar Fair is a publicly traded company, headquartered in Sandusky, Ohio, that by some measures ins the second most successful theme park operator in the world -- second, of course, to the Mouse. Cedar Fair will be acquired by Apollo Management, and taken private.
This is assuming, as everybody does, that the deal will be approved at the March 16Cedar Fair shareholders meeting.
In my entry on Tuesday, February 9, I wrote that Air Products & Chemicals (APD) had an unsolicited bid outstanding to buy a rival, Airgas Inc (ARG) and was ready to launch a proxy fight in support thereof. There have been further developments.
Airgas, which is based in Radnor, PA, is resisting its suitor, and has sued Cravath, Swaine & Moore, a venerable law firm assisting APD in this matter. If I understand the story correctly, (and that is not a sure thing), Cravath has in the recent past represented Airgas. It is now working with APD. Airgas contends that given that law firm's knowledge of their own operations, Cravath should be disqualified from this matter.
To this underlying dispute is added a jurisdictional tangle, because ARG brought its lawsuit against Cravath in a Pennsylvania state court. Meanwhile, other matters related to this unsolicited bid are before the Chancery Court in Delaware. APD sees the choice of forum as a dirty trick: “Having long known of Cravath’s work for Air Products on this matter, Airgas could have opposed Cravath’s representation of Air Products in this case by filing a motion for disqualification,” Air Products attorney Kenneth Nachbar wrote in a letter to the Delaware judge involved, "Airgas chose instead to circumvent this court’s authority and sued Air Products’ counsel, Cravath, in Pennsylvania.”
2. New book about Bill Lerach.
Readers of this blog will know the name Bill Lerach. And some may be interested in the arrival of a new book from Random House, Circle of Greed: The Spectacular Rise and Fall of the Lawyer Who Brought Corporate America to Its Knees, by Patrick Dillon and Carl Cannon.
I remember the key episode in this downfall quite well. On May 18, 2006, the US grand jury in Los Angeles indicted five named individuals (Lerach was not one of them) in a case that involved the law fim that had grown to fame as Lerach's alter ego, Milberg Weiss. The indictment had twenty counts, more than 100 pages, and a memorable detail about a piece of furniture. Apparently, partner David Bershad kept a stash of money in a safe in his office, and kept the safe inside a credenza. From here he would make the illegal payouts that were the center of the scandal.
Bershad pleaded guilty, and it appears to have been Bershad's cooperation that helped authorities zero in on what they regarded as a bigger fish, Lerach.
3. Apollo is buying Cedar Fair.
Cedar Fair is a publicly traded company, headquartered in Sandusky, Ohio, that by some measures ins the second most successful theme park operator in the world -- second, of course, to the Mouse. Cedar Fair will be acquired by Apollo Management, and taken private.
This is assuming, as everybody does, that the deal will be approved at the March 16Cedar Fair shareholders meeting.
Tuesday, February 9, 2010
Three brief items
1. Santander Considers Floats
Yesterday's Financial Times, on p. 16, reports that the big Spain-headquartered bank Santander, which owns Sovereign Bancorp in the US, is considering IPOs in both the US and the UK for its operations in those two countries.
The bank was happy with the results of its IPO of its Brazilian subsidiary in October 2009. In general, Santander's subsidiaries are separately capitalized, and the bank has said that as a management philosophy it welcomes the extra scrutiny created by the minority stockholders who buy in through such an IPO.
2. IRS Mulling over Equity Swaps
In the US, the Internal Revenue Service has apparently become interested in the dispute over equity swaps, and their relation to disclosure thresholds. I've discussed this before in connection especially with the CSX case.
Here is Reuters on the tax implications and IRS deliberations.
3. Air Products & Chemicals
What is an "industrial gas" concern? I've been reading that an industrial gas company, Air Products & Chemicals (APD) has an unsolicited bid outstanding to buy a rival, Airgas Inc (ARG) and is ready to launch a proxy fight in support thereof. But the stories don't leave it clear just what these companies do.
Apparently, although APD in particular has a lot of lines of business, the name of the company refers to refinery hydrogen. Near as I understand it, refineries remove sulfur from crude oil, by saturating the fuel with hydrogen first, producing hydrogen sulfide, which can then be removed from the mix. ARG is also apparently involved in the liquefaction of natural gas.
The company, headquartered in Lehigh Valley, Pa., said that it is prepared to make "the appropriate divestitures to gain regulatory approval," of the merger with ARG.
Yesterday's Financial Times, on p. 16, reports that the big Spain-headquartered bank Santander, which owns Sovereign Bancorp in the US, is considering IPOs in both the US and the UK for its operations in those two countries.
The bank was happy with the results of its IPO of its Brazilian subsidiary in October 2009. In general, Santander's subsidiaries are separately capitalized, and the bank has said that as a management philosophy it welcomes the extra scrutiny created by the minority stockholders who buy in through such an IPO.
2. IRS Mulling over Equity Swaps
In the US, the Internal Revenue Service has apparently become interested in the dispute over equity swaps, and their relation to disclosure thresholds. I've discussed this before in connection especially with the CSX case.
Here is Reuters on the tax implications and IRS deliberations.
3. Air Products & Chemicals
What is an "industrial gas" concern? I've been reading that an industrial gas company, Air Products & Chemicals (APD) has an unsolicited bid outstanding to buy a rival, Airgas Inc (ARG) and is ready to launch a proxy fight in support thereof. But the stories don't leave it clear just what these companies do.
Apparently, although APD in particular has a lot of lines of business, the name of the company refers to refinery hydrogen. Near as I understand it, refineries remove sulfur from crude oil, by saturating the fuel with hydrogen first, producing hydrogen sulfide, which can then be removed from the mix. ARG is also apparently involved in the liquefaction of natural gas.
The company, headquartered in Lehigh Valley, Pa., said that it is prepared to make "the appropriate divestitures to gain regulatory approval," of the merger with ARG.
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