Airgas, Inc.

Ticker Symbol: 
NYSE: ARG
Practice: 
Securities Fraud & Shareholder Litigation
Phase: 
Current

On February 9, 2010, Chimicles & Tikellis LLP filed a class action complaint on behalf of all holders of Common Stock of Airgas, Inc. (the “Action”). The Action asserts claims based on alleged breaches of the Airgas directors’ fiduciary duties in connection with the overtures and offers for a negotiated purchase of the Company at a premium price by Air Products and Chemicals Inc. (“Air Products”). The Action seeks to enjoin the Airgas directors from using Airgas’ defensive machinery, including its poison pill, to impede maximization of shareholder value.

After months of Airgas refusing even to negotiate with it, on February 4, 2010, Air Products publicly announced an offer to acquire all of the outstanding shares of Airgas for $60 per share in cash (the “Air Products Proposal”). The Air Products Proposal represented a 38% premium to Airgas’ closing market on February 3, 2010 and includes committed financing from J.P. Morgan.

Air Products’ latest acquisition proposal is set forth in an offer to purchase all outstanding Airgas shares for $60 in cash commenced on February 11, 2010 by Air Products through its wholly owned subsidiary Air Products Distribution, Inc. (the “Tender Offer”). The Tender Offer is presently set to expire, unless extended, at midnight on June 4, 2010. On February 22, 2010, the Airgas Board responded to the Tender Offer by filing with the SEC a Schedule 14D-9 that recommends Airgas stockholders withhold or revoke tenders.

Airgas’ actions prompted Air Products to file a Complaint on February 4, 2010 for declaratory and injunctive relief against Airgas in the Court of Chancery, to compel the Airgas Board to fulfill their fiduciary duties. In addition, a number of were filed by stockholders alleging breaches of fiduciary duties by the Airgas Board. The stockholder actions were consolidated on March 2, 2010. The consolidated caption of the case is In re Airgas, Inc. Shareholders Litigation, C.A. No. 5246-CC. Chimicles & Tikellis LLP was appointed Co-Lead Counsel and its client, Montgomery County Employees’ Retirement Fund, was appointed Co-Lead Plaintiff in the consolidated action. On March 3, 2010, the Co-Lead Plaintiffs filed an amended complaint (available below) and sought an expedited trial. The Court of Chancery has ordered that a trial will be held October 4-8, 2010.  Discovery is currently underway.

AttachmentSize
Filed Stamped-1st AC.pdf818.74 KB
Attorneys to Contact: 
Pamela S. Tikellis (PamelaTikellis@chimicles.com)
Robert J. Kriner, Jr. (RobertKriner@chimicles.com)
A. Zachary Naylor (ZN@chimicles.com)
P.O. Box 1035, 222 Delaware Ave, Suite 1100, Wilmington, DE 19801 Phone: 302-656-2500

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