Airgas, Inc.

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 asserted 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 sought 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 included committed financing from J.P. Morgan. Air Products’ acquisition proposal was 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 was ultimately raised to $70 per share but the Airgas Board blocked the Tender Offer by using the Airgas’ defensive mechanisms, including the poison pill.

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 actions 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 in the consolidated action. On March 3, 2010, the Co-Lead Plaintiffs filed an amended complaint (available below) and sought an expedited trial to obtain an injunction directing the Airgas Board to redeem the poison pill so that Airgas stockholders could decide for themselves whether the Tender Offer price was in their own interests.

A trial was held October 4-8, 2010. The Court reserved judgment. Prior to a decision by the Court, Air Products raised its offer to $70 per share. The Airgas Board continued to block the $70 offer with the poison pill. From January 25 until January 27, 2011, the Court held a supplemental evidentiary hearing for the purpose of augmenting the trial record regarding the $70 offer. On February 15, 2011, the Court issued its Opinion (available below) denying Plaintiffs’ request for injunctive relief, leaving Airgas’ defensive mechanisms in place against the $70 Tender Offer. Immediately following the Court’s Opinion, Air Products withdrew the $70 Tender Offer.

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