Airgas Inc., the industrial-gas distributor fighting a $5.5 billion hostile takeover by Air Products & Chemicals Inc., reappointed Chief Executive Officer Peter McCausland to the board a week after he was ousted.
The board unanimously voted to instate McCausland as a company director and to appoint director John C. van Roden Jr. as chairman, Radnor, Pennsylvania-based Airgas said today in a statement. The board was expanded to 10 members to accommodate McCausland, the former chairman who lost his seat along with two other directors to a slate of Air Products nominees at an annual meeting Sept. 15.
McCausland created Airgas in 1982 by buying a packaged-gas company for $5.3 million and made more than 400 acquisitions, grabbing 25 percent of the market for industrial gases such as argon and oxygen sold in small quantities. He was the only director to serve as chairman until today.
At a trial scheduled to begin Oct. 4, Air Products will ask Delaware Chancery Court Judge William B. Chandler III to force Airgas to negotiate a merger. Airgas, which has said the $65.50- a-share offer is inadequate, is asking Chandler to void a bylaw change approved by shareholders intended to accelerate Air Products’ takeover of the board by moving up the next annual meeting to Jan. 18.
Holding a second annual meeting in four months isn’t permitted under Delaware corporation law, Airgas argues.
The bylaw change also is invalid because it requires the support of 67 percent of shares entitled to vote, Airgas repeated in today’s statement. The measure received 51.8 percent of votes cast.
Van Roden has been a director since October 2006, Airgas said.
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