UPDATE 2-Air Products pushes slate of 3 for Airgas board

Thu May 13, 2010 6:01pm EDT

* Air Products pushes slate of industrial executives

* Airgas says will evaluate submissions

* Proposal would force January meeting

* Shares lightly trading in post-market (Adds Airgas response, analyst, shares)

By Ernest Scheyder

NEW YORK, May 13 (Reuters) - Air Products and Chemicals Inc (APD.N) stepped up its bid to take control of Airgas Inc(ARG.N) by nominating three corporate executives to the Airgas board on Thursday.

Air Products also said it wants shareholders to hold an annual meeting every January, its latest move in its attempt to buy its industrial gas rival.

Airgas fired back, saying in a statement: "We believe that Air Products' interests are diametrically opposed to those of our stockholders and that Air Products chose its candidates and proposals precisely to help advance its goal of acquiring Airgas at the cheapest possible price."

Airgas, the largest U.S. distributor of industrial gases and related equipment, said it will evaluate the Air Products slate and proposals "in due course."

Rival Air Products went hostile in its bid for Airgas in February, offering $60 per share in cash, or roughly $5.1 billion. At the time, Airgas shares were trading in a range of $41 to $48. Airgas has repeatedly said the offer undervalues its assets. [ID:nN22186622]

Air Products wants to compel Airgas to hold its annual meeting every January. If passed by shareholders when they gather in September, it would force Airgas to hold another meeting as soon as Jaanuary 2011.

Since Airgas has a staggered board of nine directors, such a move would make it much easier for Air Products to gain a majority on the company's board.

"These movements show that Air Products is willing to fight tooth and nail," Morningstar analyst Basili Alukos told Reuters. "They're not going to take 'no' for an answer."

Airgas shares rose a penny to $63.06 in post-market trading, while shares of Air Products remained at their close of $71.47.

Air Products nominated John Clancey, chairman emeritus of shipping company Maersk Inc, Robert Lumpkins, chairman of fertilizer producer Mosaic Co (MOS.N), and Ted Miller, founder of wireless communication provider Crown Castle International Corp (CCI.N).

"Airgas shareholders deserve highly qualified and truly independent board representation, and we have nominated three experienced directors who are committed to acting in the best interests of all Airgas shareholders," Air Products Chief Executive John McGlade said in a statement.

Air Products also proposed that any board nominee put forward by Airgas who loses an election would be ineligible to serve on the board for the next three years. But Air Products' proposal excludes Airgas founder and Chief Executive Peter McCausland, who is up for reelection this year.

Air Products is also seeking to nullify all bylaws adopted by Airgas' board after April 7, 2010.

Air Products recently extended a tender deadline for Airgas shareholders until June 4. [ID:nN01136618] The company is in talks with the U.S. Federal Trade Commission.

Some Airgas shareholders, as well as Air Products itself, have sued Airgas, hoping to force it to agree to the deal. A Delaware judge declined to hold the trial quickly, instead opting for a fall trial after Airgas' shareholders meet. [ID:nN18229119] (Reporting by Ernest Scheyder, editing by Leslie Gevirtz)

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