It appears open warfare is about to break out on the board of directors of Airgas , the company that has so far successfully fended off a year long effort from Air Products to acquire it.
People close to the board, which on Thursday received a new offer of $70 a share from Air Products , tell me that three directors on that board have hired counsel at Skadden, Arps, Slate, Meagher & Flom and are prepared to go public with the contention that their views as board members have been misrepresented by the company, when it said in a December 2nd letter that its board was unanimous in its belief that a price of at least $78 was required for them to sell.
I am told that those three directors were aware of that letter and others that used the word "unanimous" and approved it.
But it now appears that the three directors are ready to say otherwise, and I am also hearing the three have hired a banker at Credit Suisse to provide them with analysis of the bid, separate and apart from the advice the company has been getting from its banker Goldman Sachs.
These directors were the ones nominated to Airgas’s board by Air Products. To come out publicly would be quite rare, but with Chancellor Chandler considering an important case on Airgas’s poison pill, the public airing of differences could make some difference in his judgement.
It is also possible the three will choose not to air their grievances in a public letter or press release but have them included in the briefs that Airgas will file with Chandler’s court.
All that being said, it is still likely Chandler will uphold the pill and, given that Air Products current offer is best and final, still likely that Airgas will succeed in staying independent.
While its stock is trading above the so-called “unaffected” stock price it might inhabit with no pursuer, it is well below the current bid.
This post has been updated.
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