* Ruling allows Airgas annual meeting to be advanced
* Airgas fighting hostile bid by Air Products & Chemicals
NEW YORK Oct 11 Airgas Inc ARG.N will appeal
a Delaware court ruling that handed it a setback in its bid to
fight $5.5 billion hostile takeover bid by Air Products &
Chemicals Inc (APD.N), Airgas said on Monday.
In a ruling published late Friday, a Delaware Chancery
Court judge refused to throw out a new bylaw that will advance
Airgas's annual meeting by eight months, to January 2011.
When Airgas convenes the meeting, directors sympathetic to
the takeover who were voted onto the board last month could
approve the deal over management's objections.
The judge ruled the bylaw was legal because while Delaware
law prescribes a maximum amount of time that may elapse between
annual stockholder meetings -- 13 months -- it does not
prescribe a minimum period of time.
At last month's annual Airgas meeting, a shareholder revolt
engineered by Air Products handed three board seats to nominees
who support the deal, and stripped Airgas founder and Chief
Executive Peter McCausland of his title as chairman of the
In a statement, Airgas on Monday reiterated that it views
the new bylaw as invalid under Delaware law and Airgas's
certificate of incorporation.
Air Products, based in Allentown, Pennsylvania, and Airgas,
based in Radnor, Pennsylvania, are both incorporated in
(Reporting by Dena Aubin; additional reporting by James B.
Kelleher; editing by John Wallace)