Hostile Takeover Attempt Heats Up

It’s still uncertain as to when, but Airgas shareholders will have the opportunity to oust three directors at this year’s annual meeting should they choose to support the current $60 all cash hostile bid—for the largest U.S. distributor of industrial, medical and speciality gases company—from Air Products & Chemicals .

Air Products, as expected, nominated those three directors late yesterday, but also included some interesting proposals in its submission that may help the company's attempt to win the day. (See more below the stock graph.)

Because Airgas CEO, Peter McCausland, is up for re-election, Air Products offered a proposal that will not allow the reseating of any ousted directors aside from the CEO—a move designed to appease any negative judgments on the effects of its slate without worrying shareholders that a vote for Air Products won’t leave Airgas without its CEO.

The other important proposal would call for Airgas to hold its next annual meeting in January, meaning only four months after getting the chance to elect three directors, Airgas shareholders would have the chance to give Air Products control of the board.

That is, as they say in M&A circles, a “forcing function.” But, it remains to be seen whether Air Products can win this fight.

Airgas had this to say about the nominees proposals: "Products nominees and proposals are designed only to try to acquire Airgas at a bargain basement, inadequate price.”

And Airgas argues that its earnings will continue to accelerate as the economy recovers and jamming the annual meetings allows Air Products to attempt to avoid paying for that value.

Related News:

  • Airgas Comments On Air Products Nominees and Proposals
  • Air Products nominates 3 to Airgas Board



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