Airgas directors dispute company's stance

Court filings last week revealed discord on the board of Airgas Inc., which has been fighting off a hostile takeover attempt by Air Products & Chemicals Inc..

Three new directors, who won seats on the Airgas board in September after being nominated by Air Products, said they did not agree with the Airgas board position - presented publicly as unanimous - that the company was worth a minimum of $78 per share.

Airgas is based in Radnor; Air Products is in Allentown.

The three directors, John Clancy, Robert Lumpkins, and Ted Miller, expressed their dissent in a letter dated Dec. 7 and appended to an Airgas filing Friday in Delaware Chancery Court.

"To be clear, at no time did any of us take the position that a $78 offer price was the price of admission to having any discussions with Air Products, nor did we agree that $78 was the minimum per share price at which Airgas might be purchased, and it would be wrong for you to insinuate otherwise to the court," the directors wrote in their letter to Airgas chairman John van Roden Jr.

Van Roden, the filing said, responded Dec. 8 that "all of the statements that Airgas made to the court and publicly were accurate."

Air Products is asking Chancellor William B. Chandler III to throw out Airgas' so-called poison-pill takeover provision, which effectively prevents anyone from buying more than 15 percent of Airgas' stock without board approval.

Last week, Air Products boosted its offer to $70 per share from $65.50. The latest offer values Airgas at $5.86 billion, excluding debt.