October 11, 2010 / 1:59 PM / in 7 years

UPDATE 1-Airgas to appeal ruling on takeover fight

* Ruling allows Airgas annual meeting to be advanced

* Airgas fighting hostile bid by Air Products & Chemicals

NEW YORK, Oct 11 (Reuters) - 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 board.

    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 Delaware. (Reporting by Dena Aubin; additional reporting by James B. Kelleher; editing by John Wallace)

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